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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2005
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from   to
 Commission file number: 001-31306
 NOBLE CORPORATION
 (Exact name of registrant as specified in its charter)
 Cayman Islands
    
    98-0366361(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. employer identification number)
 13135 South Dairy Ashford, Suite 800, Sugar Land, Texas 77478  (Address of principal executive offices) (Zip Code)
 Registrants Telephone Number, Including Area Code: (281) 276-6100  Securities registered pursuant to Section 12(b) of the Act:
 Title of each classOrdinary Shares, Par Value $.10 Per Share
    
    Name of each exchange on which registeredNew York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act:  None
 þ o
 o þ
 þ o
 þ
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



TABLE OF CONTENTS
 PAGEPART IITEM 1. BUSINESS
    
    
    1General
    
    
    1Business Strategy
    
    
    1Business Development During 2005
    
    
    2Drilling Contracts
    
    
    3Offshore Drilling Operations
    
    
    4International Contract Drilling
    
    
    4Domestic Contract Drilling
    
    
    4Labor Contracts
    
    
    4Technology, Engineering Services and Project Management
    
    
    4Competition
    
    
    5Governmental Regulation and Environmental Matters
    
    
    5Employees
    
    
    6Financial Information about Foreign and Domestic Operations
    
    
    6Available Information
    
    
    6ITEM 1A. RISK FACTORS
    
    
    6Risk Factors
    
    
    6Forward-Looking Statements
    
    
    11ITEM 1B. UNRESOLVED STAFF COMMENTS
    
    
    11ITEM 2. PROPERTIES
    
    
    11Drilling Fleet
    
    
    11Semisubmersibles
    
    
    12Dynamically Positioned Drillships
    
    
    12Independent Leg Cantilevered Jackups
    
    
    12Submersibles
    
    
    12Drilling Fleet Table
    
    
    13Facilities
    
    
    15ITEM 3. LEGAL PROCEEDINGS
    
    
    15ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    16EXECUTIVE OFFICERS OF THE REGISTRANT
    
    
    16PART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    
    
    17ITEM 6. SELECTED FINANCIAL DATA
    
    
    18ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    18Executive Overview
    
    
    18Results of Operations
    
    
    18Liquidity and Capital Resources
    
    
    31Critical Accounting Policies
    
    
    34Accounting Pronouncements
    
    
    36ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    37ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    39ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    83ITEM 9A. CONTROLS AND PROCEDURES
    
    
    83ITEM 9B. OTHER INFORMATION
    
    
    83PART IIIITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
    
    
    83ITEM 11. EXECUTIVE COMPENSATION
    
    
    84ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    84ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    
    
    84ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    84PART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    84SIGNATURES
    
    
    85Form of Performance-Vested Restricted Stock AgreementForm of Time-Vested Restriced Stock AgreementAmendment No. 2 to the 401(k) Savings Restoration PlanAmendment No. 3 to the 401(k) Savings Restoration PlanAmendment No. 2 to the Retirement Restoration PlanSubsidiaries of the RegistrantConsent of PricewaterhouseCoopers LLPCertification Pursuant to SEC Rule 13a-14(a)Certification Pursuant to SEC Rule 13a-14(a)Certification Pursuant to 18 U.S.C. Section 1350Certification Pursuant to 18 U.S.C. Section 1350




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PART I
 
 ITEM 1. BUSINESS.
 
 GENERAL
   
 BUSINESS STRATEGY
 Noble Clyde Boudreaux Noble Dave Beard Noble Danny
Adkins Noble Roger Lewis Noble Hans Deul
   1




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Investment in Smedvig
 
 BUSINESS DEVELOPMENT DURING 2005
 Noble Clyde
Boudreaux
 Noble Dave Beard Noble Paul Wolff Noble Roger Eason Noble Muravlenko Noble Leo Segerius Noble Therald Martin Noble Paul Wolff
 Noble Roger Lewis Noble Hans Deul
 Panon Noble Harvey Duhaney
 Noble Danny Adkins
 2




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Capital Expenditures.
 
 DRILLING CONTRACTS
  
    
    contract duration extending over a specific period of time or a period necessary to
drill one or more wells (in general, we seek to have a reasonable balance of short- and
long-term contracts to minimize the impact of a decline in the market, while obtaining
the upside of increasing market prices in a rising market);
    
    provisions permitting early termination of the contract by the customer (i) if the
unit is lost or destroyed or (ii) if operations are suspended for a specified period of
time due to either breakdown of major equipment or force majeure events beyond our
control and the control of the customer;
    
    options in favor of the customer to drill one or more additional wells, generally
upon advance notice to us at mutually agreed upon rates;
    
    payment of compensation to us (generally in U.S. dollars although some customers
(typically national oil companies) require a part of the compensation to be paid in
local currency) on a daywork basis, so that we receive a fixed amount for each day
(dayrate) that the drilling unit is operating under contract (lower rates or no
compensation is payable during periods of equipment breakdown and repair or adverse
weather or in the event operations are interrupted by other conditions, some of which
may be beyond our control); and
    
    payment by us of the operating expenses of the drilling unit, including labor costs
and the cost of incidental supplies.
    3




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OFFSHORE DRILLING OPERATIONS
  
 International Contract Drilling
  
 Domestic Contract Drilling
  
 Labor Contracts
   
 TECHNOLOGY, ENGINEERING SERVICES AND PROJECT MANAGEMENT
   4




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COMPETITION
       
 GOVERNMENTAL REGULATION AND ENVIRONMENTAL MATTERS
   5




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EMPLOYEES
  
 FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS
  
 AVAILABLE INFORMATION
   
    
    Charters for the Audit, Compensation, Nominating and Corporate Governance, and
Finance Committees of our board of directors;
    
    Our code of business conduct and ethics;
    
    Our Memorandum and Articles of Association; and
    
    Methods for contacting members of our board of directors.
  
 ITEM 1A. RISK FACTORS
 
 Risk Factors
 The following risk factors and all other information contained in this report should be
considered carefully when evaluating us and our subsidiaries. These risk factors could affect our
actual results. Other risks and uncertainties, in addition to those that are described below, may
also impair our business operations. If any of the following risks occurs, our business, cash
flows, results of operations and financial condition could be materially adversely affected. In
addition, the trading price of our securities could decline due to the occurrence of any of these
risks. These risk factors should be read in conjunction with the other detailed information
concerning us set forth in our accompanying financial statements and notes and contained in Item
7. Managements Discussion and Analysis of Financial Condition and Results of Operations included
herein.
 6




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Our business depends on the level of activity in the oil and gas industry, which is
significantly affected by volatile oil and gas prices.
  
    
    the political environment of oil-producing regions, including uncertainty or instability
resulting from an outbreak or escalation of armed hostilities or acts of war or terrorism;
    
    worldwide demand for oil and gas, which is impacted by changes in the rate of economic
growth in the U.S. and other international economies;
    
    the ability of the Organization of Petroleum Exporting Countries (OPEC) to set and
maintain production levels and pricing;
    
    the level of production in non-OPEC countries;
    
    the policies of the various governments regarding exploration and development of their
oil and gas reserves;
    
    the cost of exploring for, developing, producing and delivering oil and gas;
    
    the discovery rate of new oil and gas reserves;
    
    the rate of decline of existing and new oil and gas reserves;
    
    available pipeline and other oil and gas transportation capacity;
    
    the ability of oil and gas companies to raise capital;
    
    adverse weather conditions (such as hurricanes and monsoons) and seas;
    
    development and exploitation of alternative fuels;
    
    domestic and foreign tax policy; and
    
    advances in exploration and development technology.
 The contract drilling industry is a highly competitive and cyclical business with intense price
competition.
    7




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Construction, conversion or upgrades of rigs may be subject to cost overruns and delays.
  
    
    shortages of equipment, materials or skilled labor;
    
    work stoppages;
    
    unscheduled delays in the delivery of ordered materials and equipment;
    
    local customs strikes or related work slowdowns that could delay importation of equipment or materials;
    
    weather interferences;
    
    difficulties in obtaining necessary permits or in meeting permit conditions;
    
    design and engineering problems;
    
    latent damages or deterioration to hull, equipment and machinery in excess of
engineering estimates and assumptions;
    
    shipyard failures; and
    
    failure or delay of third party service providers and labor disputes.
  Failure to retain highly skilled personnel could hurt our operations.
  8




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We may have difficulty obtaining or maintaining insurance in the future and we cannot fully
insure against all of the risks and hazards we face.
   Demand for our drilling services may decrease due to events beyond our control.
  Our business involves numerous operating hazards.
  Governmental laws and regulations, including environmental laws and regulations, may add to our
costs or limit our drilling activity.
   9




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Our international operations involve additional risks not associated with domestic operations.
  
    
    terrorist acts, war and civil disturbances;
    
    expropriation of property or equipment;
    
    foreign and domestic monetary policy;
    
    the inability to repatriate income or capital;
    
    regulatory or financial requirements to comply with foreign bureaucratic actions; and
    
    changing taxation policies.
  
    
    the equipping and operation of drilling units;
    
    repatriation of foreign earnings;
    
    oil and gas exploration and development;
    
    taxation of offshore earnings and earnings of expatriate personnel; and
    
    use and compensation of local employees and suppliers by foreign contractors.
  10




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Fluctuations in exchange rates and nonconvertibility of currencies could result in losses to us.
  We are subject to litigation that could have an adverse effect on us.
  We are subject to changes in tax laws.
  
 Forward-Looking Statements
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS.
  
 ITEM 2. PROPERTIES.
 
 DRILLING FLEET
  11




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Semisubmersibles
 Noble Danny Adkins
 
 Dynamically Positioned Drillships
 Noble Leo Segerius Noble Roger Eason Noble Muravlenko
 
 Independent Leg Cantilevered Jackups
 Noble Roger Lewis Noble Hans Deul
 
 Submersibles
   12




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Drilling Fleet Table
 Water
    
    DrillingDepth
    
    DepthYear Built
    
    Rating
    
    CapacityName
    
    Make
    
    or Rebuilt(1)
    
    (feet)
    
    (feet)
    
    Location
    
    Status(2)Semisubmersibles  13Noble Paul Wolff
    
    Noble EVA-4000- DP
    
    
    1998 R
    
    
    
    8,900
    
    
    
    30,000
    
    
    Brazil
    
    Shipyard/ContractedNoble Paul Romano
    
    Noble EVA-4000
    
    
    1998 R
    
    
    
    6,000
    
    
    
    30,000
    
    
    U.S. Gulf of Mexico
    
    ActiveNoble Amos Runner
    
    Noble EVA-4000
    
    
    1999 R
    
    
    
    6,600
    
    
    
    30,000
    
    
    U.S. Gulf of Mexico
    
    ActiveNoble Jim Thompson
    
    Noble EVA-4000
    
    
    1999 R
    
    
    
    6,000
    
    
    
    30,000
    
    
    U.S. Gulf of Mexico
    
    ActiveNoble Max Smith
    
    Noble EVA-4000
    
    
    1999 R
    
    
    
    6,000
    
    
    
    30,000
    
    
    U.S. Gulf of Mexico
    
    ActiveNoble Homer Ferrington
    
    Friede & Goldman 9500
  Enhanced Pacesetter
    
    
    2000 R
    
    
    
    6,000
    
    
    
    30,000
    
    
    Nigeria
    
    ActiveNoble Lorris Bouzigard(3)
    
    Pentagone 85
    
    
    2003 R
    
    
    
    4,000
    
    
    
    25,000
    
    
    U.S. Gulf of Mexico
    
    ActiveNoble Therald Martin
    
    Pentagone 85
    
    
    2003 R
    
    
    
    4,000
    
    
    
    25,000
    
    
    U.S. Gulf of Mexico
    
    ActiveNoble Ton van Langeveld(4)
    
    Offshore Co. SCP III
    
    
    2000 R
    
    
    
    1,500
    
    
    
    20,000
    
    
    U.K.
    
    ActiveNoble Clyde Boudreaux (5)
    
    Friede & Goldman 9500
  Enhanced Pacesetter
    
    
    2007 R
    
    
    
    10,000
    
    
    
    35,000
    
    
    U.S. Gulf of Mexico
    
    Shipyard/ContractedNoble Dave Beard (5)
    
    Friede & Goldman 9500
  Enhanced Pacesetter
    
    
    2008 R
    
    
    
    10,000
    
    
    
    35,000
    
    
    China
    
    Shipyard/ContractedNoble Danny Adkins (5)
    
    Trosvik Bingo 9000
    
    
    2009 N
    
    
    
    12,000
    
    
    
    35,000
    
    
    China
    
    Shipyard/ContractedNoble Bingo 9000 Rig 4 (5)
    
    Trosvik Bingo 9000
    
    
    1999
    
    
    
    12,000
    
    
    
    35,000
    
    
    China
    
    ShipyardDynamically
Positioned   Drillships  3Noble Roger Eason
    
    Nedlloyd
    
    
    2005 R
    
    
    
    7,200
    
    
    
    25,000
    
    
    Brazil
    
    ActiveNoble Leo Segerius
    
    Gusto Engineering Pelican Class
    
    
    2002 R
    
    
    
    5,600
    
    
    
    20,000
    
    
    Brazil
    
    ActiveNoble Muravlenko(6)
    
    Gusto Engineering Pelican Class
    
    
    1997 R
    
    
    
    4,600
    
    
    
    21,000
    
    
    Brazil
    
    ActiveIndependent
Leg Cantilevered   Jackups  43Noble Bill Jennings
    
    MLT 84  E.R.C.
    
    
    1997 R
    
    
    
    390
    
    
    
    25,000
    
    
    Mexico
    
    ActiveNoble Eddie Paul
    
    MLT 84  E.R.C.
    
    
    1995 R
    
    
    
    390
    
    
    
    25,000
    
    
    U.S. Gulf of Mexico
    
    ActiveNoble Leonard Jones
    
    MLT 53  E.R.C.
    
    
    1998 R
    
    
    
    390
    
    
    
    25,000
    
    
    Mexico
    
    ActiveNoble Julie Robertson (4) (7)
    
    Baker Marine Europe Class
    
    
    2000 R
    
    
    
    390
    
    
    
    25,000
    
    
    U.K.
    
    ActiveNoble Al White(4)
    
    CFEM T-2005C
    
    
    2005 R
    
    
    
    360
    
    
    
    25,000
    
    
    The Netherlands
    
    ActiveNoble Byron Welliver (4)
    
    CFEM T-2005C
    
    
    1982
    
    
    
    300
    
    
    
    25,000
    
    
    Denmark
    
    ActiveNoble Kolskaya (4) (8)
    
    Gusto Engineering-C
    
    
    1997 R
    
    
    
    330
    
    
    
    25,000
    
    
    Germany
    
    ActiveNoble Johnnie Hoffman
    
    Baker Marine BMC 300
    
    
    1993 R
    
    
    
    300
    
    
    
    25,000
    
    
    Mexico
    
    ActiveNoble Roy Butler (9)
    
    F&G L-780 MOD II
    
    
    1996 R
    
    
    
    300
    
    
    
    25,000
    
    
    Nigeria
    
    ActiveNoble Tommy Craighead
    
    F&G L-780 MOD II
    
    
    1990 R
    
    
    
    300
    
    
    
    25,000
    
    
    Nigeria
    
    ActiveNoble Kenneth Delaney
    
    F&G L-780 MOD II
    
    
    1998 R
    
    
    
    300
    
    
    
    25,000
    
    
    U.A.E.
    
    Shipyard/ContractedNoble Percy Johns
    
    F&G L-780 MOD II
    
    
    1995 R
    
    
    
    300
    
    
    
    25,000
    
    
    Nigeria
    
    ActiveNoble George McLeod
    
    F&G L-780 MOD II
    
    
    1995 R
    
    
    
    300
    
    
    
    25,000
    
    
    U.A.E.
    
    ActiveNoble Jimmy Puckett
    
    F&G L-780 MOD II
    
    
    2002 R
    
    
    
    300
    
    
    
    25,000
    
    
    Qatar
    
    ActiveNoble Gus Androes
    
    Levingston 111-C
    
    
    1996 R
    
    
    
    300
    
    
    
    25,000
    
    
    U.A.E.
    
    ActiveNoble Lewis Dugger
    
    Levingston 111-C
    
    
    1997 R
    
    
    
    300
    
    
    
    20,000
    
    
    Mexico
    
    ActiveNoble Ed Holt
    
    Levingston 111-C
    
    
    1994 R
    
    
    
    300
    
    
    
    25,000
    
    
    India
    
    ActiveNoble Sam Noble
    
    Levingston 111-C
    
    
    1982
    
    
    
    300
    
    
    
    25,000
    
    
    Mexico
    
    ActiveNoble Gene Rosser
    
    Levingston 111-C
    
    
    1996 R
    
    
    
    300
    
    
    
    20,000
    
    
    Mexico
    
    ActiveNoble John Sandifer
    
    Levingston 111-C
    
    
    1995 R
    
    
    
    300
    
    
    
    20,000
    
    
    Mexico
    
    ActiveNoble Harvey Duhaney
    
    Levingston 111-C
    
    
    2001 R
    
    
    
    300
    
    
    
    20,000
    
    
    Qatar
    
    ActiveNoble Mark Burns
    
    Levingston 111-C
    
    
    2005 R
    
    
    
    300
    
    
    
    25,000
    
    
    Qatar
    
    ActiveNoble Cees van Diemen
    
    MODEC 300C-38
    
    
    2004 R
    
    
    
    300
    
    
    
    25,000
    
    
    Qatar
    
    ActiveNoble David Tinsley
    
    MODEC 300C-38
    
    
    2004 R
    
    
    
    300
    
    
    
    25,000
    
    
    Qatar
    
    ActiveNoble Gene House
    
    MODEC 300C-38
    
    
    2004 R
    
    
    
    300
    
    
    
    25,000
    
    
    Qatar
    
    ActiveNoble Charlie Yester
    
    MLT Class 116-C
    
    
    1979
    
    
    
    300
    
    
    
    25,000
    
    
    India
    
    ActiveNoble Roy Rhodes (10)
    
    MLT Class 116-C
    
    
    1979
    
    
    
    300
    
    
    
    25,000
    
    
    U.A.E.
    
    ActiveNoble Charles Copeland
    
    MLT Class 82-SD-C
    
    
    2001 R
    
    
    
    250
    
    
    
    20,000
    
    
    Qatar
    
    ActiveNoble Earl Frederickson
    
    MLT Class 82-SD-C
    
    
    1999 R
    
    
    
    250
    
    
    
    20,000
    
    
    Mexico
    
    ActiveNoble Tom Jobe
    
    MLT Class 82-SD-C
    
    
    1982
    
    
    
    250
    
    
    
    25,000
    
    
    U.S. Gulf of Mexico
    
    ActiveNoble Ed Noble
    
    MLT Class 82-SD-C
    
    
    1990 R
    
    
    
    250
    
    
    
    20,000
    
    
    Nigeria
    
    ActiveNoble Lloyd Noble
    
    MLT Class 82-SD-C
    
    
    1990 R
    
    
    
    250
    
    
    
    20,000
    
    
    Nigeria
    
    ActiveNoble Carl Norberg
    
    MLT Class 82-C
    
    
    1996 R
    
    
    
    250
    
    
    
    20,000
    
    
    Mediterranean Sea
    
    ActiveNoble Chuck Syring
    
    MLT Class 82-C
    
    
    1996 R
    
    
    
    250
    
    
    
    20,000
    
    
    Qatar
    
    ActiveNoble George Sauvageau (4)
    
    NAM Nedlloyd-C
    
    
    1981
    
    
    
    250
    
    
    
    20,000
    
    
    The Netherlands
    
    ActiveNoble Ronald Hoope (4)
    
    Marine Structure CJ-46
    
    
    1982
    
    
    
    250
    
    
    
    25,000
    
    
    U.K.
    
    ActiveNoble Lynda Bossler (4)
    
    Marine Structure CJ-46
    
    
    1982
    
    
    
    250
    
    
    
    25,000
    
    
    The Netherlands
    
    ActiveNoble Piet van Ede (4)
    
    Marine Structure CJ-46
    
    
    1982
    
    
    
    250
    
    
    
    25,000
    
    
    The Netherlands
    
    ActiveNoble Dick Favor
    
    Baker Marine BMC 150
    
    
    2005 R
    
    
    
    150
    
    
    
    20,000
    
    
    U.A.E.
    
    ActiveNoble Don Walker
    
    Baker Marine BMC 150
    
    
    1992 R
    
    
    
    150
    
    
    
    20,000
    
    
    Nigeria
    
    ActiveDhabi II
    
    Baker Marine BMC 150
    
    
    1982
    
    
    
    150
    
    
    
    20,000
    
    
    U.A.E.
    
    ActiveNoble Roger Lewis (4)
    
    F&G JU-2000E
    
    
    2007 N
    
    
    
    400
    
    
    
    30,000
    
    
    China
    
    Shipyard/ContractedNoble Hans Deul (4)
    
    F&G JU-2000E
    
    
    2008 N
    
    
    
    400
    
    
    
    30,000
    
    
    China
    
    Shipyard/ContractedSubmersibles  3Noble Joe Alford
    
    Pace Marine 85G
    
    
    2006 R
    
    
    
    85
    
    
    
    25,000
    
    
    U.S. Gulf of Mexico
    
    Shipyard/ContractedNoble Lester Pettus
    
    Pace Marine 85G
    
    
    2005 R
    
    
    
    85
    
    
    
    25,000
    
    
    U.S. Gulf of Mexico
    
    ActiveNoble Fri Rodli
    
    Transworld
    
    
    1998 R
    
    
    
    70
    
    
    
    25,000
    
    
    U.S. Gulf of Mexico
    
    Active
 See footnotes on the following page.
 13




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Footnotes to Drilling Fleet Table
 (1)
    
    Rigs designated with an R were modified, refurbished or otherwise upgraded in the
year indicated by capital expenditures in an amount deemed material by management.
Rigs designated with an N are newbuilds.(2)
    
    Rigs listed as active were operating under contract; rigs listed as contracted
have signed contracts or have letters of intent with operators but have not begun
operations; rigs listed as shipyard are in a shipyard for construction, repair,
refurbishment or upgrade.(3)
    
    Water depth rating is based on installation of our proprietary aluminum alloy riser.(4)
    
    Harsh environment capability.(5)
    
    Water depth rating is subsequent to the rigs planned upgrade. The Noble Danny Adkins
and Noble Bingo 9000 Rig 4are new baredeck hulls. We began a project to construct the
Noble Danny Adkinsas an ultra-deepwater semisubmersible in late 2005.(6)
    
    We operate the unit and own an 82 percent interest in the unit through a joint venture.(7)
    
    Although designed for a water depth rating of 390 feet of water in a non-harsh
environment, the rig is currently equipped with legs adequate to drill in
approximately 180 feet of water. We own the additional legs required to extend the
drilling depth capability to 390 feet of water.(8)
    
    We operate the unit pursuant to a bareboat charter agreement to us. Under this
agreement, we retain 30 percent of operating profits as defined in the agreement.(9)
    
    Although designed for a water depth rating of 300 feet of water, the rig is currently
equipped with legs adequate to drill in approximately 250 feet of water. We own the
additional legs required to extend the drilling depth capability to 300 feet of water.(10)
    
    Although designed for a water depth rating of 300 feet of water, the rig is currently
equipped with legs adequate to drill in approximately 250 feet of water. We estimate
the cost of adding the additional leg capacity at approximately $4,500,000.
  Noble Jim Thompson
 14




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##### Table of Contents



FACILITIES
  
 ITEM 3. LEGAL PROCEEDINGS.
 prima facie
   15




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##### Table of Contents



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  
 EXECUTIVE OFFICERS OF THE REGISTRANT
  Name
    
    Age
    
    PositionJames C. Day
    
    
    62
    
    
    Chairman of the Board and Chief Executive Officer and DirectorMark A. Jackson
    
    
    50
    
    
    President and Chief Operating OfficerJulie J. Robertson
    
    
    50
    
    
    Executive Vice President and Corporate SecretaryBruce W. Busmire
    
    
    48
    
    
    Senior Vice President and Chief Financial Officer, Treasurer and ControllerRobert D. Campbell
    
    
    55
    
    
    Senior Vice President and General Counsel and Assistant Secretary
      16




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##### Table of Contents



PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
  DividendsHigh
    
    Low
    
    Declared2005Fourth quarter
    
    $
    75.63
    
    
    $
    57.14
    
    
    $
    0.04Third quarter
    
    
    72.72
    
    
    
    59.86
    
    
    
    0.02Second quarter
    
    
    64.60
    
    
    
    48.81
    
    
    
    0.02First quarter
    
    
    59.09
    
    
    
    47.04
    
    
    
    0.022004Fourth quarter
    
    $
    50.54
    
    
    $
    42.77
    
    
    $
    Third quarter
    
    
    46.50
    
    
    
    35.32
    
    
    
    Second quarter
    
    
    39.69
    
    
    
    33.53
    
    
    
    First quarter
    
    
    42.91
    
    
    
    35.00
    
    
    
    
    Total Number of
    
    Maximum NumberShares Purchased
    
    of SharesTotal Number
    
    Average
    
    as part of
    
    that may yet beof Shares
    
    Price Paid
    
    Publicly Announced
    
    Purchased under thePurchased (1)
    
    per Share
    
    Programs (2)
    
    Programs (2)October 1  31, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    November 1  30, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    December 1  31, 2005
    
    
    100,000
    
    
    $
    74.09
    
    
    
    5,938,000
    
    
    
    9,062,000
 
 (1)
    
    These purchases of our ordinary shares were made in an open-market transaction.(2)
    
    Nobles board of directors has authorized and approved a share repurchase program covering an
aggregate of 15,000,000 ordinary shares. The program was publicly announced by the Company on
January 31, 2002. 17




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##### Table of Contents



ITEM 6. SELECTED FINANCIAL DATA.
 Year Ended December 31,2005
    
    2004
    
    2003
    
    2002
    
    2001(In thousands, except per share amounts)Statement of Income DataOperating revenues
    
    $
    1,382,137
    
    
    $
    1,066,231
    
    
    $
    987,380
    
    
    $
    990,248
    
    
    $
    1,029,760Net income
    
    
    296,696
    
    
    
    146,086
    
    
    
    166,416
    
    
    
    209,503
    
    
    
    262,922Net income per share:Basic
    
    
    2.18
    
    
    
    1.10
    
    
    
    1.26
    
    
    
    1.58
    
    
    
    1.98Diluted
    
    
    2.16
    
    
    
    1.09
    
    
    
    1.25
    
    
    
    1.57
    
    
    
    1.96Balance Sheet Data (at end of period)Cash and marketable securities (1)
    
    $
    166,302
    
    
    $
    191,578
    
    
    $
    237,843
    
    
    $
    265,466
    
    
    $
    278,306Property and equipment, net
    
    
    2,999,019
    
    
    
    2,743,620
    
    
    
    2,625,866
    
    
    
    2,471,043
    
    
    
    2,149,217Total assets
    
    
    4,346,367
    
    
    
    3,307,973
    
    
    
    3,189,633
    
    
    
    3,065,714
    
    
    
    2,750,740Long-term debt
    
    
    1,129,325
    
    
    
    503,288
    
    
    
    541,907
    
    
    
    589,562
    
    
    
    550,131Total debt (2)
    
    
    1,138,297
    
    
    
    511,649
    
    
    
    589,573
    
    
    
    670,139
    
    
    
    605,561Shareholders equity
    
    
    2,731,734
    
    
    
    2,384,434
    
    
    
    2,178,425
    
    
    
    1,989,210
    
    
    
    1,778,319Other DataNet cash provided by operating activities
    
    $
    529,010
    
    
    $
    332,221
    
    
    $
    365,308
    
    
    $
    445,364
    
    
    $
    451,046Acquisitions and related capital upgrades
    
    
    212,050
    
    
    
    110,548
    
    
    
    194,400
    
    
    
    356,854
    
    
    
    50,440Investment in Smedvig
    
    
    691,100
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other capital expenditures
    
    
    221,806
    
    
    
    150,493
    
    
    
    112,734
    
    
    
    121,500
    
    
    
    89,426Cash dividends declared per share (3)
    
    
    0.10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Consists of Cash and cash equivalents and Investments in marketable securities as reported on
our consolidated balance sheets
under Current Assets.(2)
    
    Consists of Long-term debt and Current maturities of long-term debt.(3)
    
    In October 2004, Nobles board of directors took action to modify our then existing dividend
policy and institute a new policy in the first quarter of 2005 for the payment of a quarterly
cash dividend. 
 ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
  
 EXECUTIVE OVERVIEW
    18




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##### Table of Contents



Noble Clyde Boudreaux Noble Dave Beard Noble Danny
Adkins Noble Roger Lewis Noble Hans Deul
 
 RESULTS OF OPERATIONS
 Hurricane Losses and Recoveries
 Noble Jim Thompson Noble Max Smith Noble Paul Romano Noble
Amos Runner
 Noble Jim Thompson Noble Max
Smith Noble Paul Romano Noble Amos Runner Noble Lorris Bouzigard Noble Therald Martin Noble
Joe Alford Noble Joe Alford,
 2005 Compared to 2004
 General
  19




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##### Table of Contents



International
    
    
    DomesticContract
    
    
    Contract
    
    
    EngineeringDrilling
    
    
    Drilling
    
    
    & ConsultingServices
    
    
    Services
    
    
    Services
    
    
    Other
    
    
    Total(In thousands)2005Operating Revenues:Contract drilling services
    
    $
    938,254
    
    
    $
    271,193
    
    
    $
    
    
    
    $
    
    
    
    $
    1,209,447Reimbursables
    
    
    39,630
    
    
    
    20,141
    
    
    
    9,295
    
    
    
    17,266
    
    
    
    86,332Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    69,203
    
    
    
    69,203Engineering, consulting and other
    
    
    2,410
    
    
    
    1,554
    
    
    
    12,632
    
    
    
    559
    
    
    
    17,155$
    980,294
    
    
    $
    292,888
    
    
    $
    21,927
    
    
    $
    87,028
    
    
    $
    1,382,137Operating Costs and Expenses:Contract drilling services
    
    $
    470,770
    
    
    $
    128,437
    
    
    $
    
    
    
    $
    
    
    
    $
    599,207Reimbursables
    
    
    30,638
    
    
    
    19,424
    
    
    
    9,520
    
    
    
    16,656
    
    
    
    76,238Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58,698
    
    
    
    58,698Engineering, consulting and other
    
    
    955
    
    
    
    1,342
    
    
    
    19,559
    
    
    
    822
    
    
    
    22,678Depreciation and amortization
    
    
    190,043
    
    
    
    48,116
    
    
    
    365
    
    
    
    3,228
    
    
    
    241,752Selling, general and administrative
    
    
    27,728
    
    
    
    10,256
    
    
    
    935
    
    
    
    1,359
    
    
    
    40,278Hurricane losses and recoveries, net
    
    
    
    
    
    
    (29,759
    )
    
    
    
    
    
    
    
    
    
    
    (29,759
    )$
    720,134
    
    
    $
    177,816
    
    
    $
    30,379
    
    
    $
    80,763
    
    
    $
    1,009,092
 International
    
    
    DomesticContract
    
    
    Contract
    
    
    EngineeringDrilling
    
    
    Drilling
    
    
    & ConsultingServices
    
    
    Services
    
    
    Services
    
    
    Other
    
    
    Total(In thousands)2004Operating Revenues:Contract drilling services
    
    $
    697,858
    
    
    $
    239,556
    
    
    $
    
    
    
    $
    
    
    
    $
    937,414Reimbursables
    
    
    19,720
    
    
    
    13,777
    
    
    
    7,557
    
    
    
    9,180
    
    
    
    50,234Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    51,327
    
    
    
    51,327Engineering, consulting and other
    
    
    2,834
    
    
    
    1,694
    
    
    
    13,935
    
    
    
    8,793
    
    
    
    27,256$
    720,412
    
    
    $
    255,027
    
    
    $
    21,492
    
    
    $
    69,300
    
    
    $
    1,066,231Operating Costs and Expenses:Contract drilling services
    
    $
    400,031
    
    
    $
    121,632
    
    
    $
    
    
    
    $
    
    
    
    $
    521,663Reimbursables
    
    
    15,184
    
    
    
    13,100
    
    
    
    7,509
    
    
    
    8,817
    
    
    
    44,610Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,610
    
    
    
    42,610Engineering, consulting and other
    
    
    (2,250
    )
    
    
    620
    
    
    
    20,034
    
    
    
    8,935
    
    
    
    27,339Depreciation and amortization
    
    
    156,472
    
    
    
    48,547
    
    
    
    589
    
    
    
    3,515
    
    
    
    209,123Selling, general and administrative
    
    
    22,340
    
    
    
    8,602
    
    
    
    1,113
    
    
    
    1,659
    
    
    
    33,714$
    591,777
    
    
    $
    192,501
    
    
    $
    29,245
    
    
    $
    65,536
    
    
    $
    879,059
 20




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##### Table of Contents



Rig Utilization, Operating Days and Average Dayrates
  Average RigUtilization (1)

    
    Operating Days (2)
    
    
    Average Dayrate2005

    
    2004

    
    2005
    
    
    2004
    
    
    2005
    
    
    2004International (3):Jackups
    
    
    97
    %
    
    
    87
    %
    
    
    13,327
    
    
    
    11,332
    
    
    $
    54,491
    
    
    $
    50,325Semisubmersibles  >6,000(4)
    
    
    100
    %
    
    
    72
    %
    
    
    730
    
    
    
    397
    
    
    $
    134,009
    
    
    $
    144,018Semisubmersibles  <6,000(5)
    
    
    96
    %
    
    
    100
    %
    
    
    352
    
    
    
    366
    
    
    $
    86,654
    
    
    $
    49,877Drillships
    
    
    91
    %
    
    
    60
    %
    
    
    992
    
    
    
    659
    
    
    $
    84,423
    
    
    $
    79,134Total International
    
    
    97
    %
    
    
    85
    %
    
    
    15,401
    
    
    
    12,754
    
    
    $
    60,922
    
    
    $
    54,717Domestic (6):Jackups
    
    
    100
    %
    
    
    97
    %
    
    
    730
    
    
    
    713
    
    
    $
    65,479
    
    
    $
    45,785Semisubmersibles  >6,000(4)
    
    
    93
    %
    
    
    97
    %
    
    
    1,354
    
    
    
    1,612
    
    
    $
    101,650
    
    
    $
    103,210Semisubmersibles  <6,000(5)
    
    
    95
    %
    
    
    43
    %
    
    
    696
    
    
    
    313
    
    
    $
    73,908
    
    
    $
    44,144Submersibles
    
    
    81
    %
    
    
    94
    %
    
    
    882
    
    
    
    1,034
    
    
    $
    38,917
    
    
    $
    25,840Total Domestic
    
    
    91
    %
    
    
    87
    %
    
    
    3,662
    
    
    
    3,672
    
    
    $
    74,056
    
    
    $
    65,239
 
 (1)
    
    Information reflects our policy of reporting on the basis of the number of actively marketed
rigs in our fleet. Percentages reflect the results of rigs only during the period in which
they are owned or operated by us.(2)
    
    Information reflects the number of days that our rigs were operating under contractual
terms.(3)
    
    International encompasses contract drilling services conducted in the Middle East, Mexico,
the North Sea, Brazil, West Africa, India and the Mediterranean Sea.(4)
    
    These units have water depth ratings of 6,000 feet or greater depending on the unit. The
average dayrate for domestic semisubmersibles for 2005 was negatively impacted by the
classification of loss of hire insurance coverage related to U.S. Gulf Coast hurricanes in
2005. See Results of Operations  Hurricane Losses and Recoveries above in this
Managements Discussion and Analysis of Financial Condition and Results of Operations.(5)
    
    These units have water depth ratings less than 6,000 feet.(6)
    
    Domestic encompasses contract drilling services conducted in the U.S. Gulf of Mexico. International Contract Drilling Services
  Operating CostsOperating Revenues
    
    
    and Expenses2005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands)Contract drilling services
    
    $
    938,254
    
    
    $
    697,858
    
    
    $
    470,770
    
    
    $
    400,031Reimbursables (1)
    
    
    39,630
    
    
    
    19,720
    
    
    
    30,638
    
    
    
    15,184Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Engineering, consulting and other
    
    
    2,410
    
    
    
    2,834
    
    
    
    955
    
    
    
    (2,250
    )Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    190,043
    
    
    
    156,472Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    27,728
    
    
    
    22,340Total
    
    $
    980,294
    
    
    $
    720,412
    
    
    $
    720,134
    
    
    $
    591,777
 
 (1)
    
    We record reimbursements from customers for out-of-pocket expenses as revenues and the
related direct cost as operating expenses. Changes in the amount of these
reimbursables do not have a material effect on our financial position, results of operations
or cash flows. 21




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##### Table of Contents



Operating Revenues . Noble Lewis Dugger
 Noble Cees van Diemen Noble David Tinsley Noble
Mark Burns Noble Harvey Duhaney Noble Dick Favor
 Noble Homer Ferrington Noble Homer Ferrington
  Noble Roger Eason Noble Dave
Beard Noble
Therald Martin Noble Paul Wolff
 Noble Lewis Dugger
 Operating Costs and Expenses. Noble Roger Eason Noble
Cees van Diemen Noble David Tinsley Noble Mark Burns Noble Homer Ferrington
 22




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##### Table of Contents



Noble Mark Burns Noble Cees van Diemen Noble David Tinsley Noble Roger Eason Noble Homer Ferrington.
 Other Items
 Domestic Contract Drilling Services
  Operating CostsOperating Revenues
    
    
    and Expenses2005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands)Contract drilling services (1)
    
    $
    271,193
    
    
    $
    239,556
    
    
    $
    128,437
    
    
    $
    121,632Reimbursables (2)
    
    
    20,141
    
    
    
    13,777
    
    
    
    19,424
    
    
    
    13,100Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Engineering, consulting and other
    
    
    1,554
    
    
    
    1,694
    
    
    
    1,342
    
    
    
    620Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    48,116
    
    
    
    48,547Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    10,256
    
    
    
    8,602Hurricane losses and recoveries, net
    
    
    
    
    
    
    
    
    
    
    (29,759
    )
    
    
    Total
    
    $
    292,888
    
    
    $
    255,027
    
    
    $
    177,816
    
    
    $
    192,501
 
 (1)
    
    Operating revenues for 2005 were negatively impacted by the classification of loss of hire
insurance coverage related to the U.S. Gulf Coast hurricanes in 2005. See Results of Operations 
Hurricane Losses and Recoveries above in this Managements Discussion and Analysis of Financial
Condition and Results of Operations.(2)
    
    We record reimbursements from customers for out-of-pocket expenses as revenues and the related
direct cost as operating expenses. Changes in the amount of these reimbursables do not have
a material effect on our financial position, results of operations or cash flows. Operating Revenues . Noble Homer Ferrington, Noble Lorris Bouzigard Noble Therald Martin Noble Paul Romano Noble Lester Pettus Noble Joe Alford
 Noble Clyde Boudreaux Noble Danny Adkins
 Operating Costs and Expenses. Noble Lorris Bouzigard Noble Therald Martin Noble Homer Ferrington
 23




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##### Table of Contents



Noble Homer Ferrington
  Other Items
 Engineering & Consulting Services
  Operating CostsOperating Revenues
    
    
    and Expenses2005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands)Engineering, consulting and other
    
    $
    12,632
    
    
    $
    13,935
    
    
    $
    19,559
    
    
    $
    20,034Reimbursables (1)
    
    
    9,295
    
    
    
    7,557
    
    
    
    9,520
    
    
    
    7,509Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    365
    
    
    
    589Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    935
    
    
    
    1,113Total
    
    $
    21,927
    
    
    $
    21,492
    
    
    $
    30,379
    
    
    $
    29,245
 
 (1)
    
    We record reimbursements from customers for out-of-pocket expenses as revenues and the
related direct cost as operating expenses. Changes in the amount of these reimbursables do
not have a material effect on our financial position, results of operations or cash flows. Operating Revenues .
 Operating Costs and Expenses . $
 Other
  Operating CostsOperating Revenues
    
    
    and Expenses2005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands)Labor contract drilling services
    
    $
    69,203
    
    
    $
    51,327
    
    
    $
    58,698
    
    
    $
    42,610Reimbursables (1)
    
    
    17,266
    
    
    
    9,180
    
    
    
    16,656
    
    
    
    8,817Engineering, consulting and other
    
    
    559
    
    
    
    8,793
    
    
    
    822
    
    
    
    8,935Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    3,228
    
    
    
    3,515Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    1,359
    
    
    
    1,659Total
    
    $
    87,028
    
    
    $
    69,300
    
    
    $
    80,763
    
    
    $
    65,536
 
 (1)
    
    We record reimbursements from customers for out-of-pocket expenses as revenues and the
related direct cost as operating expenses. Changes in the amount of these reimbursables do
not have a material effect on our financial position, results of operations or cash flows. 24




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##### Table of Contents



Operating Revenues .
 Operating Costs and Expenses .
 Other Items
 Selling, General and Administrative Expenses .
 Interest Expense . Noble Clyde Boudreaux Credit Facilities and Long-Term Debt
 Other, net. Panon Panon Noble Harvey Duhaney
 Income Tax Provision
 2004 Compared to 2003
 General
  25




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##### Table of Contents



International
    
    
    DomesticContract
    
    
    Contract
    
    
    EngineeringDrilling
    
    
    Drilling
    
    
    & ConsultingServices
    
    
    Services
    
    
    Services
    
    
    Other
    
    
    Total(In thousands)2004Operating Revenues:Contract drilling services
    
    $
    697,858
    
    
    $
    239,556
    
    
    $
    
    
    
    $
    
    
    
    $
    937,414Reimbursables
    
    
    19,720
    
    
    
    13,777
    
    
    
    7,557
    
    
    
    9,180
    
    
    
    50,234Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    51,327
    
    
    
    51,327Engineering, consulting and other
    
    
    2,834
    
    
    
    1,694
    
    
    
    13,935
    
    
    
    8,793
    
    
    
    27,256$
    720,412
    
    
    $
    255,027
    
    
    $
    21,492
    
    
    $
    69,300
    
    
    $
    1,066,231Operating Costs and Expenses:Contract drilling services
    
    $
    400,031
    
    
    $
    121,632
    
    
    $
    
    
    
    $
    
    
    
    $
    521,663Reimbursables
    
    
    15,184
    
    
    
    13,100
    
    
    
    7,509
    
    
    
    8,817
    
    
    
    44,610Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,610
    
    
    
    42,610Engineering, consulting and other
    
    
    (2,250
    )
    
    
    620
    
    
    
    20,034
    
    
    
    8,935
    
    
    
    27,339Depreciation and amortization
    
    
    156,472
    
    
    
    48,547
    
    
    
    589
    
    
    
    3,515
    
    
    
    209,123Selling, general and administrative
    
    
    22,340
    
    
    
    8,602
    
    
    
    1,113
    
    
    
    1,659
    
    
    
    33,714$
    591,777
    
    
    $
    192,501
    
    
    $
    29,245
    
    
    $
    65,536
    
    
    $
    879,059
 International
    
    
    DomesticContract
    
    
    Contract
    
    
    EngineeringDrilling
    
    
    Drilling
    
    
    & ConsultingServices
    
    
    Services
    
    
    Services
    
    
    Other
    
    
    Total(In thousands)2003Operating Revenues:Contract drilling services
    
    $
    646,949
    
    
    $
    242,654
    
    
    $
    
    
    
    $
    
    
    
    $
    889,603Reimbursables
    
    
    15,234
    
    
    
    10,350
    
    
    
    13,887
    
    
    
    4,743
    
    
    
    44,214Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,492
    
    
    
    28,492Engineering, consulting and other
    
    
    1,138
    
    
    
    9,374
    
    
    
    9,658
    
    
    
    4,901
    
    
    
    25,071$
    663,321
    
    
    $
    262,378
    
    
    $
    23,545
    
    
    $
    38,136
    
    
    $
    987,380Operating Costs and Expenses:Contract drilling services
    
    $
    348,760
    
    
    $
    121,961
    
    
    $
    
    
    
    $
    
    
    
    $
    470,721Reimbursables
    
    
    11,135
    
    
    
    9,722
    
    
    
    13,606
    
    
    
    4,561
    
    
    
    39,024Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,496
    
    
    
    22,496Engineering, consulting and other
    
    
    (614
    )
    
    
    3,012
    
    
    
    21,270
    
    
    
    4,581
    
    
    
    28,249Depreciation and amortization
    
    
    128,853
    
    
    
    49,521
    
    
    
    610
    
    
    
    3,606
    
    
    
    182,590Selling, general and administrative
    
    
    15,839
    
    
    
    8,527
    
    
    
    1,235
    
    
    
    1,033
    
    
    
    26,634Gain on sale of property and equipment
    
    
    
    
    
    
    (3,472
    )
    
    
    
    
    
    
    
    
    
    
    (3,472
    )$
    503,973
    
    
    $
    189,271
    
    
    $
    36,721
    
    
    $
    36,277
    
    
    $
    766,242
 26




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##### Table of Contents



Rig Utilization, Operating Days and Average Dayrates
  Average RigUtilization (1)
    
    
    Operating Days (2)
    
    
    Average Dayrate2004
    
    
    2003
    
    
    2004
    
    
    2003
    
    
    2004
    
    
    2003International (3):Jackups
    
    
    87%
    
    
    
    82%
    
    
    
    11,332
    
    
    
    9,620
    
    
    $
    50,325
    
    
    $
    51,614Semisubmersibles  >6,000(4)
    
    
    72%
    
    
    
    100%
    
    
    
    397
    
    
    
    365
    
    
    $
    144,018
    
    
    $
    149,217Semisubmersibles  <6,000(5)
    
    
    100%
    
    
    
    95%
    
    
    
    366
    
    
    
    347
    
    
    $
    49,877
    
    
    $
    44,131Drillships
    
    
    60%
    
    
    
    98%
    
    
    
    659
    
    
    
    1,071
    
    
    $
    79,134
    
    
    $
    75,296Total International
    
    
    85%
    
    
    
    84%
    
    
    
    12,754
    
    
    
    11,403
    
    
    $
    54,717
    
    
    $
    56,735Domestic (6):Jackups
    
    
    97%
    
    
    
    91%
    
    
    
    713
    
    
    
    1,144
    
    
    $
    45,785
    
    
    $
    30,271Semisubmersibles  >6,000(4)
    
    
    97%
    
    
    
    87%
    
    
    
    1,612
    
    
    
    1,580
    
    
    $
    103,210
    
    
    $
    120,784Semisubmersibles  <6,000(5)
    
    
    43%
    
    
    
    29%
    
    
    
    313
    
    
    
    107
    
    
    $
    44,144
    
    
    $
    45,025Submersibles
    
    
    94%
    
    
    
    77%
    
    
    
    1,034
    
    
    
    613
    
    
    $
    25,840
    
    
    $
    20,188Total Domestic
    
    
    87%
    
    
    
    81%
    
    
    
    3,672
    
    
    
    3,444
    
    
    $
    65,239
    
    
    $
    70,457
 
 (1)
    
    Information reflects our policy of reporting on the basis of the number of actively marketed
rigs in our fleet. Percentages reflect the results of rigs only during the period in which
they are owned or operated by us.(2)
    
    Information reflects the number of days that our rigs were operating under contractual terms.(3)
    
    International encompasses contract drilling services conducted in the Middle East, Mexico,
the North Sea, Brazil, West Africa, India and the Mediterranean Sea.(4)
    
    These units have water depth ratings of 6,000 feet or greater depending on the unit.(5)
    
    These units have water depth ratings less than 6,000 feet.(6)
    
    Domestic encompasses contract drilling services conducted in the U.S. Gulf of Mexico. International Contract Drilling Services
  Operating CostsOperating Revenues
    
    
    and Expenses2004
    
    
    2003
    
    
    2004
    
    
    2003(In thousands)Contract drilling services
    
    $
    697,858
    
    
    $
    646,949
    
    
    $
    400,031
    
    
    $
    348,760Reimbursables (1)
    
    
    19,720
    
    
    
    15,234
    
    
    
    15,184
    
    
    
    11,135Engineering, consulting and other
    
    
    2,834
    
    
    
    1,138
    
    
    
    (2,250
    )
    
    
    (614
    )Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    156,472
    
    
    
    128,853Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    22,340
    
    
    
    15,839Total
    
    $
    720,412
    
    
    $
    663,321
    
    
    $
    591,777
    
    
    $
    503,973
 
 (1)
    
    We record reimbursements from customers for out-of-pocket expenses as revenues and the
related direct cost as operating expenses. Changes in the amount of these
reimbursables do not have a material effect on our financial position, results of operations
or cash flows. 27




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##### Table of Contents



Operating Revenues . Noble Roger
Eason
 Noble Gene House, Noble Charlie Yester Noble Cees van Diemen Noble Carl
Norberg Noble Dick Favor
 Noble Homer Ferrington
  Noble Roger Eason Noble Roger Eason
  Noble Homer Ferrington
 Operating Costs and Expenses. Noble Homer Ferrington Noble Roger Eason
 Noble Homer Ferrington
 Noble
Muravlenko Noble Muravlenko
 Other Items
 28




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##### Table of Contents



Domestic Contract Drilling Services
  Operating CostsOperating Revenues
    
    
    and Expenses2004
    
    
    2003
    
    
    2004
    
    
    2003(In thousands)Contract drilling services
    
    $
    239,556
    
    
    $
    242,654
    
    
    $
    121,632
    
    
    $
    121,961Reimbursables (1)
    
    
    13,777
    
    
    
    10,350
    
    
    
    13,100
    
    
    
    9,722Engineering, consulting and other
    
    
    1,694
    
    
    
    9,374
    
    
    
    620
    
    
    
    3,012Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    48,547
    
    
    
    49,521Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    8,602
    
    
    
    8,527Gain on sale of property and equipment
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    (3,472
    )Total
    
    $
    255,027
    
    
    $
    262,378
    
    
    $
    192,501
    
    
    $
    189,271
 
 (1)
    
    We record reimbursements from customers for out-of-pocket expenses as revenues and the
related direct cost as operating expenses. Changes in the amount of these
reimbursables do not have a material effect on our financial position, results of operations
or cash flows. Operating Revenues . Noble Homer Ferrington Noble Lorris Bouzigard Noble Therald Martin
  Operating Costs and Expenses. Noble Homer Ferrington Noble Lorris
Bouzigard Noble Therald Martin Noble
Homer Ferrington Noble Lorris Bouzigard Noble Therald Martin
 Noble Homer Ferrington
 29




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##### Table of Contents



Noble Lorris Bouzigard Noble Therald Martin
  Other Items
 Engineering & Consulting Services
  Operating CostsOperating Revenues
    
    
    and Expenses2004
    
    
    2003
    
    
    2004
    
    
    2003(In thousands)Engineering, consulting and other
    
    $
    13,935
    
    
    $
    9,658
    
    
    $
    20,034
    
    
    $
    21,270Reimbursables (1)
    
    
    7,557
    
    
    
    13,887
    
    
    
    7,509
    
    
    
    13,606Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    589
    
    
    
    610Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    1,113
    
    
    
    1,235Total
    
    $
    21,492
    
    
    $
    23,545
    
    
    $
    29,245
    
    
    $
    36,721
 
 (1)
    
    We record reimbursements from customers for out-of-pocket expenses as revenues and the
related direct cost as operating expenses. Changes in the amount of these reimbursables do
not have a material effect on our financial position, results of operations or cash flows. Operating Revenues . TM
 Operating Costs and Expenses .
 Other
  Operating CostsOperating Revenues
    
    
    and Expenses2004
    
    
    2003
    
    
    2004
    
    
    2003(In thousands)Labor contract drilling services
    
    $
    51,327
    
    
    $
    28,492
    
    
    $
    42,610
    
    
    $
    22,496Reimbursables (1)
    
    
    9,180
    
    
    
    4,743
    
    
    
    8,817
    
    
    
    4,561Engineering, consulting and other
    
    
    8,793
    
    
    
    4,901
    
    
    
    8,935
    
    
    
    4,581Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    3,515
    
    
    
    3,606Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    1,659
    
    
    
    1,033Total
    
    $
    69,300
    
    
    $
    38,136
    
    
    $
    65,536
    
    
    $
    36,277
 
 (1)
    
    We record reimbursements from customers for out-of-pocket expenses as revenues and the
related direct cost as operating expenses. Changes in the amount of these reimbursables do
not have a material effect on our financial position, results of operations or cash flows. 30




---



##### Table of Contents



Operating Revenues .
 Operating Costs and Expenses .
 Other Items
 Selling, General and Administrative Expenses .
 Gain on Sale of Property and Equipment.
 Interest Expense .
 Other, net. Panon Panon
 Income Tax Provision .
 
 LIQUIDITY AND CAPITAL RESOURCES
 Overview
  31




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##### Table of Contents



Investment in
Smedvig
 ,
  Capital Expenditures
  Noble Roger
Lewis Noble Hans Deul Noble Clyde Boudreaux Noble Mark Burns, Noble Paul Wolff Noble Al White Noble Paul Romano Noble David Tinsley Noble Clyde Boudreaux
 Panon Panon Noble Harvey Duhaney
 Property and
Equipment
 Noble Dave Beard Noble Clyde Boudreaux Noble Roger Lewis Noble Hans Deul Noble Danny Adkins
   32




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##### Table of Contents



Investment in Smedvig
    Credit Facilities and Long-Term Debt
   33




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##### Table of Contents



Summary of Contractual Cash Obligations and Commitments
  Payments Due by PeriodLess than
    
    
    
    
    
    
    
    
    
    
    AfterTotal
    
    
    1 year
    
    
    1-3 years
    
    
    3-5 years
    
    

5 yearsContractual Cash ObligationsTotal debt (including
current maturities)
    
    $
    1,138,297
    
    
    $
    8,972
    
    
    $
    619,965
    
    
    $
    307,665
    
    
    $
    201,695Interest payments
    
    
    309,200
    
    
    
    66,196
    
    
    
    72,474
    
    
    
    42,249
    
    
    
    128,281Operating leases
    
    
    19,223
    
    
    
    3,571
    
    
    
    5,146
    
    
    
    4,683
    
    
    
    5,823Pension fundings
    
    
    14,000
    
    
    
    14,000
    
    
    
    
    
    
    
    
    
    
    
    Purchase commitments
    
    
    439,124
    
    
    
    288,905
    
    
    
    150,219
    
    
    
    
    
    
    
    Total contractual cash obligations
    
    $
    1,919,844
    
    
    $
    381,644
    
    
    $
    847,804
    
    
    $
    354,597
    
    
    $
    335,799
 Amount of Commitment Expiration Per PeriodTotal Amounts
    
    
    Less than
    
    
    
    
    
    
    
    
    
    
    OverCommitted
    
    

1 year
    
    
    1-3 years
    
    
    3-5 years
    
    
    5 yearsOther Commercial CommitmentsLetters of credit
    
    $
    72,086
    
    
    $
    58,055
    
    
    $
    11,531
    
    
    $
    2,500
    
    
    $
    Surety bonds
    
    
    76,575
    
    
    
    33,618
    
    
    
    42,957
    
    
    
    
    
    
    
    Total commercial commitments
    
    $
    148,661
    
    
    $
    91,673
    
    
    $
    54,488
    
    
    $
    2,500
    
    
    $
    
 
 CRITICAL ACCOUNTING POLICIES
  Property and Equipment
    34




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##### Table of Contents



Impairment of Assets
 Goodwill and Other
Intangible Assets
 Insurance Reserves
  Revenue Recognition
  35




---



##### Table of Contents



Income Taxes
   
 ACCOUNTING PRONOUNCEMENTS
 Share-Based Payment Accounting for
Stock-Based Compensation Accounting for Stock
Issued to Employees Statement of Cash Flows
 StockBased Compensation Plans
  Accounting Changes and Error
Corrections, a replacement of APB Opinion No. 20, Accounting
Changes, and FASB Statement No. 3,
Reporting Accounting Changes in Interim Financial Statements
 36




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##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
       37




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##### Table of Contents



Accounting for Derivative Instruments and Hedging Activities Accounting for Certain Derivative Instruments and Certain Hedging Activities (an
amendment of FASB Statement No. 133), Amendment of Statement 133 on Derivative
Instruments and Hedging Activities
 38




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##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
  PageReport of Independent Registered Public Accounting Firm
    
    40-41Consolidated Balance Sheets at December 31, 2005 and 2004
    
    42Consolidated Statements of Income for each of the three years in the period ended December 31, 2005
    
    43Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2005
    
    44Consolidated Statements of Shareholders Equity for each of the three years in the period ended December 31, 2005
    
    45Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2005
    
    46Notes to Consolidated Financial Statements
    
    47-82
 39




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
  Consolidated financial statements
  Internal control over financial reporting
 Internal Control  Integrated Framework Internal
Control  Integrated Framework
  40




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##### Table of Contents



41




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
  December 31,2005
    
    
    2004ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    121,845
    
    
    $
    58,790Investments in marketable securities
    
    
    44,457
    
    
    
    132,788Accounts receivable
    
    
    276,688
    
    
    
    205,023Insurance receivables
    
    
    51,565
    
    
    
    Inventories
    
    
    3,940
    
    
    
    4,013Prepaid expenses
    
    
    10,064
    
    
    
    12,454Other current assets
    
    
    13,896
    
    
    
    12,215Total current assets
    
    
    522,455
    
    
    
    425,283PROPERTY AND EQUIPMENTDrilling equipment and facilities
    
    
    4,178,097
    
    
    
    3,739,338Other
    
    
    66,698
    
    
    
    65,5504,244,795
    
    
    
    3,804,888Accumulated depreciation
    
    
    (1,245,776
    )
    
    
    (1,061,268
    )2,999,019
    
    
    
    2,743,620INVESTMENTS IN MARKETABLE SECURITIES
    
    
    673,639
    
    
    
    528OTHER ASSETS
    
    
    151,254
    
    
    
    138,542$
    4,346,367
    
    
    $
    3,307,973LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent maturities of long-term debt
    
    $
    8,972
    
    
    $
    8,361Accounts payable
    
    
    93,914
    
    
    
    83,012Accrued payroll and related costs
    
    
    78,558
    
    
    
    60,911Taxes payable
    
    
    45,245
    
    
    
    22,883Interest payable
    
    
    9,640
    
    
    
    8,981Other current liabilities
    
    
    23,006
    
    
    
    30,018Total current liabilities
    
    
    259,335
    
    
    
    214,166LONG-TERM DEBT
    
    
    1,129,325
    
    
    
    503,288DEFERRED INCOME TAXES
    
    
    227,589
    
    
    
    206,506OTHER LIABILITIES
    
    
    6,290
    
    
    
    8,1101,622,539
    
    
    
    932,070COMMITMENTS AND CONTINGENCIES (Note 15)MINORITY INTEREST
    
    
    (7,906
    )
    
    
    (8,531
    )SHAREHOLDERS EQUITYOrdinary Shares-par value $0.10 per share; 400,000 shares authorized and
137,009 issued and outstanding in 2005; 400,000 shares authorized and
134,407 issued and outstanding in 2004
    
    
    13,701
    
    
    
    13,441Capital in excess of par value
    
    
    1,024,470
    
    
    
    926,652Retained earnings
    
    
    1,736,015
    
    
    
    1,452,974Restricted stock (unearned compensation)
    
    
    (17,099
    )
    
    
    (11,171
    )Accumulated other comprehensive (loss) income
    
    
    (25,353
    )
    
    
    2,5382,731,734
    
    
    
    2,384,434$
    4,346,367
    
    
    $
    3,307,973
  42




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF INCOME
  Year Ended December 31,2005
    
    
    2004
    
    
    2003OPERATING REVENUESContract drilling services
    
    $
    1,209,447
    
    
    $
    937,414
    
    
    $
    889,603Reimbursables
    
    
    86,332
    
    
    
    50,234
    
    
    
    44,214Labor contract drilling services
    
    
    69,203
    
    
    
    51,327
    
    
    
    28,492Engineering, consulting and other
    
    
    17,155
    
    
    
    27,256
    
    
    
    25,0711,382,137
    
    
    
    1,066,231
    
    
    
    987,380OPERATING COSTS AND EXPENSESContract drilling services
    
    
    599,207
    
    
    
    521,663
    
    
    
    470,721Reimbursables
    
    
    76,238
    
    
    
    44,610
    
    
    
    39,024Labor contract drilling services
    
    
    58,698
    
    
    
    42,610
    
    
    
    22,496Engineering, consulting and other
    
    
    22,678
    
    
    
    27,339
    
    
    
    28,249Depreciation and amortization
    
    
    241,752
    
    
    
    209,123
    
    
    
    182,590Selling, general and administrative
    
    
    40,278
    
    
    
    33,714
    
    
    
    26,634Hurricane losses and recoveries, net
    
    
    (29,759
    )
    
    
    
    
    
    
    Gain on sale of property and equipment
    
    
    
    
    
    
    
    
    
    
    (3,472
    )1,009,092
    
    
    
    879,059
    
    
    
    766,242OPERATING INCOME
    
    
    373,045
    
    
    
    187,172
    
    
    
    221,138OTHER INCOME (EXPENSE)Interest expense
    
    
    (19,786
    )
    
    
    (34,389
    )
    
    
    (40,291
    )Other, net
    
    
    10,833
    
    
    
    9,034
    
    
    
    6,137INCOME BEFORE INCOME TAXES
    
    
    364,092
    
    
    
    161,817
    
    
    
    186,984INCOME TAX PROVISION
    
    
    (67,396
    )
    
    
    (15,731
    )
    
    
    (20,568
    )NET INCOME
    
    $
    296,696
    
    
    $
    146,086
    
    
    $
    166,416NET INCOME PER SHARE:Basic
    
    $
    2.18
    
    
    $
    1.10
    
    
    $
    1.26Diluted
    
    $
    2.16
    
    
    $
    1.09
    
    
    $
    1.25
  43




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
  Year Ended December 31,2005
    
    
    2004
    
    
    2003CASH FLOWS FROM OPERATING ACTIVITIESNet income
    
    $
    296,696
    
    
    $
    146,086
    
    
    $
    166,416Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    241,752
    
    
    
    209,123
    
    
    
    182,590Deferred income tax provision
    
    
    36,207
    
    
    
    5,022
    
    
    
    4,376Loss on sales of marketable securities
    
    
    531
    
    
    
    129
    
    
    
    382Equity in income of joint venture
    
    
    (3,194
    )
    
    
    (3,931
    )
    
    
    (2,307
    )Distributions received from joint venture
    
    
    2,194
    
    
    
    2,700
    
    
    
    Compensation expense from stock-based plans
    
    
    7,377
    
    
    
    5,753
    
    
    
    4,627Hurricane losses and recoveries, net
    
    
    (29,759
    )
    
    
    
    
    
    
    Gain on sale of interest in deepwater oil and gas properties
    
    
    
    
    
    
    
    
    
    
    (3,472
    )Dissolution of rabbi trust
    
    
    
    
    
    
    11,945
    
    
    
    Discretionary pension funding
    
    
    
    
    
    
    
    
    
    
    (17,100
    )Other
    
    
    2,751
    
    
    
    (4,028
    )
    
    
    1,518Other changes in current assets and liabilities, net of acquired
working capital:Accounts receivable
    
    
    (68,094
    )
    
    
    (55,788
    )
    
    
    15,378Other current assets
    
    
    18,968
    
    
    
    1,187
    
    
    
    (12,081
    )Accounts payable
    
    
    (2,395
    )
    
    
    (4,164
    )
    
    
    22,400Other current liabilities
    
    
    25,976
    
    
    
    18,187
    
    
    
    2,581Net cash provided by operating activities
    
    
    529,010
    
    
    
    332,221
    
    
    
    365,308CASH FLOWS FROM INVESTING ACTIVITIESAcquisitions and related capital upgrades
    
    
    (212,050
    )
    
    
    (110,548
    )
    
    
    (194,400
    )Other capital expenditures
    
    
    (221,806
    )
    
    
    (150,493
    )
    
    
    (112,734
    )Major maintenance expenditures
    
    
    (79,663
    )
    
    
    (72,948
    )
    
    
    (36,984
    )Proceeds from sales of property and equipment
    
    
    1,129
    
    
    
    2,135
    
    
    
    1,606Proceeds from sale of interest in deepwater oil and gas properties
    
    
    
    
    
    
    
    
    
    
    5,200Purchase of remaining 50% interest in the Panon, net of
cash acquired
    
    
    (31,576
    )
    
    
    
    
    
    
    Repayments from joint venture
    
    
    
    
    
    
    2,295
    
    
    
    4,977Investment in Smedvig
    
    
    (691,100
    )
    
    
    
    
    
    
    Investment in marketable securities
    
    
    (24,973
    )
    
    
    (233,216
    )
    
    
    (210,020
    )Proceeds from sales of marketable securities
    
    
    112,628
    
    
    
    265,352
    
    
    
    239,285Net cash used for investing activities
    
    
    (1,147,411
    )
    
    
    (297,423
    )
    
    
    (303,070
    )CASH FLOWS FROM FINANCING ACTIVITIESBorrowings on credit facilities
    
    
    700,000
    
    
    
    
    
    
    
    Payments on credit facilities
    
    
    (65,000
    )
    
    
    (25,000
    )
    
    
    Payments of other long-term debt
    
    
    (8,517
    )
    
    
    (52,933
    )
    
    
    (80,580
    )Proceeds from issuance of ordinary shares
    
    
    76,037
    
    
    
    79,072
    
    
    
    9,432Payments of dividends
    
    
    (13,655
    )
    
    
    
    
    
    
    Repurchase of ordinary shares
    
    
    (7,409
    )
    
    
    (39,714
    )
    
    
    Decrease in restricted cash
    
    
    
    
    
    
    
    
    
    
    8,668Net cash provided by (used for) financing activities
    
    
    681,456
    
    
    
    (38,575
    )
    
    
    (62,480
    )NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS
    
    
    63,055
    
    
    
    (3,777
    )
    
    
    (242
    )CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
    
    
    58,790
    
    
    
    62,567
    
    
    
    62,809CASH AND CASH EQUIVALENTS, END OF YEAR
    
    $
    121,845
    
    
    $
    58,790
    
    
    $
    62,567
  44




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
  2005
    
    
    2004
    
    
    2003Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    AmountORDINARY SHARESBalance at beginning of year
    
    
    134,407
    
    
    $
    13,441
    
    
    
    133,894
    
    
    $
    13,389
    
    
    
    133,534
    
    
    $
    13,353Exercise of stock options
    
    
    2,412
    
    
    
    241
    
    
    
    3,048
    
    
    
    305
    
    
    
    413
    
    
    
    41Treasury shares cancelled upon restructuring
    
    
    
    
    
    
    
    
    
    
    (1,625
    )
    
    
    (162
    )
    
    
    
    
    
    
    Repurchase of ordinary shares
    
    
    (100
    )
    
    
    (10
    )
    
    
    (1,087
    )
    
    
    (109
    )
    
    
    
    
    
    
    Issuance of restricted shares
    
    
    267
    
    
    
    27
    
    
    
    238
    
    
    
    24
    
    
    
    
    
    
    
    Other
    
    
    23
    
    
    
    2
    
    
    
    (61
    )
    
    
    (6
    )
    
    
    (53
    )
    
    
    (5
    )Balance at end of year
    
    
    137,009
    
    
    
    13,701
    
    
    
    134,407
    
    
    
    13,441
    
    
    
    133,894
    
    
    
    13,389CAPITAL IN EXCESS OF PAR VALUEBalance at beginning of year
    
    
    
    
    
    
    926,652
    
    
    
    
    
    
    
    915,240
    
    
    
    
    
    
    
    905,865Exercise of stock options
    
    
    
    
    
    
    75,796
    
    
    
    
    
    
    
    78,767
    
    
    
    
    
    
    
    9,391Tax benefit of stock options
    
    
    
    
    
    
    14,432
    
    
    
    
    
    
    
    11,840
    
    
    
    
    
    
    
    820Treasury shares cancelled upon restructuring
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (46,832
    )
    
    
    
    
    
    
    Repurchase of ordinary shares
    
    
    
    
    
    
    (7,399
    )
    
    
    
    
    
    
    (39,605
    )
    
    
    
    
    
    
    Issuance of restricted shares
    
    
    
    
    
    
    14,257
    
    
    
    
    
    
    
    8,919
    
    
    
    
    
    
    
    Restricted shares surrendered for
employee taxes
    
    
    
    
    
    
    (2,548
    )
    
    
    
    
    
    
    (2,120
    )
    
    
    
    
    
    
    (1,430
    )Other
    
    
    
    
    
    
    3,280
    
    
    
    
    
    
    
    443
    
    
    
    
    
    
    
    594Balance at end of year
    
    
    
    
    
    
    1,024,470
    
    
    
    
    
    
    
    926,652
    
    
    
    
    
    
    
    915,240RETAINED EARNINGSBalance at beginning of year
    
    
    
    
    
    
    1,452,974
    
    
    
    
    
    
    
    1,306,888
    
    
    
    
    
    
    
    1,140,472Net income
    
    
    
    
    
    
    296,696
    
    
    
    
    
    
    
    146,086
    
    
    
    
    
    
    
    166,416Dividends paid ($0.10 per share)
    
    
    
    
    
    
    (13,655
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at end of year
    
    
    
    
    
    
    1,736,015
    
    
    
    
    
    
    
    1,452,974
    
    
    
    
    
    
    
    1,306,888TREASURY STOCKBalance at beginning of year
    
    
    
    
    
    
    
    
    
    
    (1,700
    )
    
    
    (49,121
    )
    
    
    (1,791
    )
    
    
    (51,317
    )Treasury shares cancelled upon restructuring
    
    
    
    
    
    
    
    
    
    
    1,625
    
    
    
    46,994
    
    
    
    
    
    
    
    Contribution to employee benefit plans
    
    
    
    
    
    
    
    
    
    
    72
    
    
    
    2,037
    
    
    
    79
    
    
    
    2,076Other
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    90
    
    
    
    12
    
    
    
    120Balance at end of year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,700
    )
    
    
    (49,121
    )RESTRICTED STOCK (UNEARNED
COMPENSATION)Balance at beginning of year
    
    
    
    
    
    
    (11,171
    )
    
    
    
    
    
    
    (7,981
    )
    
    
    
    
    
    
    (12,871
    )Issuance of restricted shares
    
    
    
    
    
    
    (14,284
    )
    
    
    
    
    
    
    (8,943
    )
    
    
    
    
    
    
    Compensation expense recognized
    
    
    
    
    
    
    7,377
    
    
    
    
    
    
    
    5,753
    
    
    
    
    
    
    
    4,627Other
    
    
    
    
    
    
    979
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    263Balance at end of year
    
    
    
    
    
    
    (17,099
    )
    
    
    
    
    
    
    (11,171
    )
    
    
    
    
    
    
    (7,981
    )ACCUMULATED OTHER COMPREHENSIVE
INCOME (LOSS)Balance at beginning of year
    
    
    
    
    
    
    2,538
    
    
    
    
    
    
    
    10
    
    
    
    
    
    
    
    (6,292
    )Other comprehensive income (loss)
    
    
    
    
    
    
    (27,891
    )
    
    
    
    
    
    
    2,528
    
    
    
    
    
    
    
    6,302Balance at end of year
    
    
    
    
    
    
    (25,353
    )
    
    
    
    
    
    
    2,538
    
    
    
    
    
    
    
    10TOTAL SHAREHOLDERS EQUITY
    
    
    137,009
    
    
    $
    2,731,734
    
    
    
    134,407
    
    
    $
    2,384,434
    
    
    
    132,194
    
    
    $
    2,178,425
  45




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
  Year EndedDecember 31, 2005NET INCOME
    
    $
    296,696OTHER COMPREHENSIVE LOSS, NET OF TAX:Foreign currency translation adjustments
    
    
    (4,148
    )Unrealized holding loss on securities
    
    
    (18,491
    )Unrealized losses on foreign currency forward contracts
    
    
    (1,397
    )Unrealized losses on interest rate swaps
    
    
    (2,509
    )Minimum pension liability adjustment (net of tax provision of $725)
    
    
    (1,346
    )Other comprehensive loss
    
    
    (27,891
    )COMPREHENSIVE INCOME
    
    $
    268,805
 Year EndedDecember 31, 2004NET INCOME
    
    $
    146,086OTHER COMPREHENSIVE INCOME, NET OF TAX:Foreign currency translation adjustments
    
    
    3,079Unrealized holding loss on securities
    
    
    (490
    )Minimum pension liability adjustment (net of tax provision of $33)
    
    
    (61
    )Other comprehensive income
    
    
    2,528COMPREHENSIVE INCOME
    
    $
    148,614
 Year EndedDecember 31, 2003NET INCOME
    
    $
    166,416OTHER COMPREHENSIVE INCOME, NET OF TAX:Foreign currency translation adjustments
    
    
    192Unrealized holding loss on securities
    
    
    (296
    )Minimum pension liability adjustment (net of tax benefit of $3,450)
    
    
    6,406Other comprehensive income
    
    
    6,302COMPREHENSIVE INCOME
    
    $
    172,718
  46




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  NOTE 1
 ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
 Organization and Business
  Consolidation/Basis of Presentation
   Foreign Currency Translation
 Foreign Currency Translation
 Cash and Cash Equivalents
  Statement of Cash Flows
 Inventories
  47




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Property and Equipment
     .
  Goodwill and Other Assets
 Goodwill
and Other Intangible Assets
 48




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Insurance Reserves
  Revenue Recognition
    Income Taxes
   49




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Concentration of Credit Risk
   Supplemental Cash Flow Information
 Year Ended December 31,2005
    
    2004
    
    2003Cash paid during the period for:Interest, net of amounts capitalized
    
    $
    18,724
    
    
    $
    33,911
    
    
    $
    39,162Income taxes (net of refunds)
    
    $
    13,328
    
    
    $
    27,409
    
    
    $
    10,509
 Stock-Based Compensation Plans
 Accounting for
Stock-Based Compensation Accounting for Stock-Based
Compensation-Transition and Disclosure Accounting for Stock Issued to Employees
 1991 Stock Option and Restricted Stock Plan
  1992 Nonqualified Stock Option Plan
  50




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   2005
    
    
    2004
    
    
    2003Number of
    
    
    Weighted
    
    
    Number of
    
    
    Weighted
    
    
    Number of
    
    
    WeightedShares
    
    
    Average
    
    
    Shares
    
    
    Average
    
    
    Shares
    
    
    AverageUnderlying
    
    
    Exercise
    
    
    Underlying
    
    
    Exercise
    
    
    Underlying
    
    
    ExerciseOptions
    
    
    Price
    
    
    Options
    
    
    Price
    
    
    Options
    
    
    PriceOutstanding at beginning of the year
    
    
    5,816,359
    
    
    $
    31.99
    
    
    
    8,630,114
    
    
    $
    29.86
    
    
    
    9,187,658
    
    
    $
    29.64Granted
    
    
    725,450
    
    
    
    53.18
    
    
    
    334,485
    
    
    
    37.61
    
    
    
    45,000
    
    
    
    32.11Exercised
    
    
    (2,412,624
    )
    
    
    31.74
    
    
    
    (3,056,216
    )
    
    
    25.87
    
    
    
    (413,079
    )
    
    
    22.83Forfeited
    
    
    (137,177
    )
    
    
    43.99
    
    
    
    (92,024
    )
    
    
    33.69
    
    
    
    (189,465
    )
    
    
    35.01Outstanding at end of year
    
    
    3,992,008
    
    
    $
    36.14
    
    
    
    5,816,359
    
    
    $
    31.99
    
    
    
    8,630,114
    
    
    $
    29.86Exercisable at end of year
    
    
    3,175,786
    
    
    $
    32.52
    
    
    
    5,005,471
    
    
    $
    31.83
    
    
    
    6,995,876
    
    
    $
    29.55
  Options Outstanding
    
    
    Options ExercisableWeightedAverage
    
    
    Weighted
    
    
    
    
    
    
    WeightedRange of Exercise
    
    
    Number
    
    
    Remaining
    
    
    Average
    
    
    Number
    
    
    AveragePrices
    
    
    Outstanding
    
    
    Life (Years)
    
    
    Exercise Price
    
    
    Exercisable
    
    
    Exercise Price$
    9.81
    
    
    to
    
    $
    14.00
    
    
    
    6,000
    
    
    
    0.1
    
    
    $
    9.81
    
    
    
    6,000
    
    
    $
    9.8114.01
    
    
    to
    
    
    28.31
    
    
    
    810,237
    
    
    
    2.5
    
    
    
    23.24
    
    
    
    810,237
    
    
    
    23.2428.32
    
    
    to
    
    
    48.81
    
    
    
    2,515,521
    
    
    
    5.9
    
    
    
    35.88
    
    
    
    2,359,549
    
    
    
    35.7748.82
    
    
    to
    
    
    69.25
    
    
    
    660,250
    
    
    
    9.3
    
    
    
    53.17
    
    
    
    
    
    
    
    $
    9.81
    
    
    to
    
    $
    69.25
    
    
    
    3,992,008
    
    
    
    5.7
    
    
    $
    36.14
    
    
    
    3,175,786
    
    
    $
    32.52
  December 31,2005
    
    2004
    
    2003Weighted average fair value per option granted
    
    $
    21.37
    
    
    $
    15.80
    
    
    $
    13.41Valuation assumptions:Expected option term (years)
    
    
    5
    
    
    
    5
    
    
    
    5Expected volatility
    
    
    41.29
    %
    
    
    42.27
    %
    
    
    43.32
    %Expected dividend yield
    
    
    0.18
    %
    
    
    0
    %
    
    
    0
    %Risk-free interest rate
    
    
    3.78
    %
    
    
    3.52
    %
    
    
    2.88
    %
 51




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Year Ended December 31,2005
    
    
    2004
    
    
    2003Net income
 as reported
    
    $
    296,696
    
    
    $
    146,086
    
    
    $
    166,416Compensation expense, net of tax, as reported
    
    
    4,795
    
    
    
    3,739
    
    
    
    3,008Compensation expense, net of tax, pro forma
    
    
    (11,126
    )
    
    
    (12,887
    )
    
    
    (20,085
    )Net income
 pro forma
    
    $
    290,365
    
    
    $
    136,938
    
    
    $
    149,339Net income per share:Basic  as reported
    
    $
    2.18
    
    
    $
    1.10
    
    
    $
    1.26Basic  pro forma
    
    $
    2.13
    
    
    $
    1.03
    
    
    $
    1.13Diluted  as reported
    
    $
    2.16
    
    
    $
    1.09
    
    
    $
    1.25Diluted  pro forma
    
    $
    2.11
    
    
    $
    1.02
    
    
    $
    1.12
 Other Stock-Based Compensation
   2005
    
    2004
    
    2003Restricted shares:Shares awarded
    
    
    105,000
    
    
    
    95,237
    
    
    
    Weighted-average share price at award date
    
    $
    53.67
    
    
    $
    37.56
    
    
    $
    Performance restricted shares:Shares awarded (maximum available)
    
    
    161,775
    
    
    
    142,852
    
    
    
    Weighted-average share price at award date
    
    $
    53.72
    
    
    $
    37.56
    
    
    $
    Compensation expense recognized
    
    $
    7,377
    
    
    $
    5,753
    
    
    $
    4,627
 Certain Significant Estimates
  52




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Accounting Pronouncements
 Share-Based Payment Accounting for Stock-Based Compensation Accounting for Stock Issued
to Employees Statement of Cash Flows
 Stock Based Compensation Plans
  Accounting Changes and Error Corrections Accounting Changes Reporting Accounting Changes in Interim Financial Statements
 NOTE 2
 CORPORATE RESTRUCTURING
  53




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  NOTE 3
 NET INCOME PER SHARE
  Net
    
    Basic
    
    Basic
    
    Diluted
    
    DilutedIncome
    
    Shares
    
    EPS
    
    Shares
    
    EPS2005
    
    $
    296,696
    
    
    
    136,253
    
    
    $
    2.18
    
    
    
    137,561
    
    
    $
    2.162004
    
    
    146,086
    
    
    
    132,897
    
    
    
    1.10
    
    
    
    134,115
    
    
    
    1.092003
    
    
    166,416
    
    
    
    131,948
    
    
    
    1.26
    
    
    
    133,007
    
    
    
    1.25
  NOTE 4
 ACQUISITIONS
 Panon, Panon Noble Harvey Duhaney .
 Noble David Tinsley Maersk
Valiant
 Noble Cees van Diemen Maersk
Viking
 Noble Mark Burns Okhi
 Noble Charlie Yester Trident 18 Noble Gene House Trident 19
 54




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 5
 MARKETABLE SECURITIES
 Current Marketable Securities
  December 31,2005
    
    
    2004Gross
    
    
    Gross
    
    
    
    
    
    
    
    
    
    
    Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    Fair
    
    
    Amortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    Value
    
    
    Cost
    
    
    Gains
    
    
    Losses
    
    
    ValueU.S. Government
Obligations
    
    $
    8,759
    
    
    $
    
    
    
    $
    (89
    )
    
    $
    8,670
    
    
    $
    8,764
    
    
    $
    
    
    
    $
    (36
    )
    
    $
    8,728Corporate debt securities
    
    
    11,978
    
    
    
    
    
    
    
    (128
    )
    
    
    11,850
    
    
    
    81,866
    
    
    
    11
    
    
    
    (410
    )
    
    
    81,467Asset-backed securities
    
    
    24,351
    
    
    
    
    
    
    
    (414
    )
    
    
    23,937
    
    
    
    42,989
    
    
    
    5
    
    
    
    (401
    )
    
    
    42,593Total
    
    $
    45,088
    
    
    $
    
    
    
    $
    (631
    )
    
    $
    44,457
    
    
    $
    133,619
    
    
    $
    16
    
    
    $
    (847
    )
    
    $
    132,788
   Non-Current Marketable Securities
    55




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Accounting for
Certain Investments in Debt and Equity Securities
 NOTE 6
 COMPREHENSIVE INCOME
 Reporting
Comprehensive Income
  Unrealized
    
    
    Unrealized
    
    
    
    
    
    
    AccumulatedForeign
    
    
    Unrealized
    
    
    (Losses) Gains on
    
    
    (Losses) Gains
    
    
    Minimum
    
    
    OtherCurrency
    
    
    (Losses) Gains
    
    
    Foreign Currency
    
    
    on Interest
    
    
    Pension
    
    
    ComprehensiveItems
    
    
    on Securities
    
    
    Forward Contracts
    
    
    Rate Swaps
    
    
    Liability
    
    
    Income (Loss)Balance at December 31, 2002
    
    $
    1,248
    
    
    $
    (726
    )
    
    $
    
    
    
    $
    
    
    
    $
    (6,814
    )
    
    $
    (6,292
    )2003-period change
    
    
    192
    
    
    
    (296
    )
    
    
    
    
    
    
    
    
    
    
    6,406
    
    
    
    6,302Balance at December 31, 2003
    
    
    1,440
    
    
    
    (1,022
    )
    
    
    
    
    
    
    
    
    
    
    (408
    )
    
    
    102004-period change
    
    
    3,079
    
    
    
    (490
    )
    
    
    
    
    
    
    
    
    
    
    (61
    )
    
    
    2,528Balance at December 31, 2004
    
    
    4,519
    
    
    
    (1,512
    )
    
    
    
    
    
    
    
    
    
    
    (469
    )
    
    
    2,5382005-period change
    
    
    (4,148
    )
    
    
    (18,491
    )
    
    
    (1,397
    )
    
    
    (2,509
    )
    
    
    (1,346
    )
    
    
    (27,891
    )Balance at December 31, 2005
    
    $
    371
    
    
    $
    (20,003
    )
    
    $
    (1,397
    )
    
    $
    (2,509
    )
    
    $
    (1,815
    )
    
    $
    (25,353
    )
 56




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 7
 INVESTMENTS IN JOINT VENTURES
 Panon Panon Noble Harvey
Duhaney
  2005
    
    2004Equity in income of investments (1)
    
    $
    3,194
    
    
    $
    3,931Investments (2)
    
    
    
    
    
    
    18,804
 
 (1)
    
    Balance included in Other, net in the Consolidated Statements of Income. Amounts exclude
management fees and interest income related to joint ventures of $865,000 and $1,253,000 in
2005 and 2004, respectively.(2)
    
    Balance included in Other Assets in the Consolidated Balance Sheets. NOTE 8
 DEBT
    Noble Jim Thompson Noble Jim Thompson,
 57




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   December 31,2005
    
    
    20046.95% Senior Notes due 2009
    
    $
    149,965
    
    
    $
    149,9547.50% Senior Notes due 2019
    
    
    201,695
    
    
    
    201,695Bank Credit Agreement
    
    
    135,000
    
    
    
    100,000GS Credit Agreement
    
    
    600,000
    
    
    
    Project
Financing  Thompson Notes
    
    
    51,637
    
    
    
    60,000Total Debt
    
    
    1,138,297
    
    
    
    511,649Current Maturities
    
    
    (8,972
    )
    
    
    (8,361
    )Long-term Debt
    
    $
    1,129,325
    
    
    $
    503,288
   2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    Thereafter
    
    
    Total6.95% Senior Notes due 2009
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    149,965
    
    
    $
    
    
    
    $
    
    
    
    $
    149,9657.50% Senior Notes due 2019
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    201,695
    
    
    
    201,695Bank Credit Agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    135,000
    
    
    
    
    
    
    
    
    
    
    
    135,000Thompson Notes
    
    
    8,972
    
    
    
    9,630
    
    
    
    10,335
    
    
    
    22,700
    
    
    
    
    
    
    
    
    
    
    
    51,637GS Credit Agreement
    
    
    
    
    
    
    600,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    600,000Total
    
    $
    8,972
    
    
    $
    609,630
    
    
    $
    10,335
    
    
    $
    307,665
    
    
    $
    
    
    
    $
    201,695
    
    
    $
    1,138,297
 NOTE 9
 BANK CREDIT AGREEMENT
  NOTE
10  INTERESTS IN DEEPWATER OIL AND GAS PROPERTIES
 Noble Homer Ferrington
  58




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE
11  SHAREHOLDERS EQUITY
    NOTE
12  INCOME TAXES
   59




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  December 31,
    
    
    December 31,2005
    
    
    2004Deferred tax assets:United States:Net operating loss carryforwards
    
    $
    11,048
    
    
    $
    28,295Tax credit carryforwards
    
    
    23,755
    
    
    
    24,570International:Excess of net tax basis over remaining book basis
    
    
    195
    
    
    
    Deferred tax assets
    
    
    34,998
    
    
    
    52,865Less: Valuation allowance
    
    
    (11,048
    )
    
    
    (12,118
    )Net deferred tax assets
    
    $
    23,950
    
    
    $
    40,747Deferred tax liabilities:United States:Excess of net book basis over remaining tax basis
    
    $
    (251,539
    )
    
    $
    (246,892
    )International:Excess of net book basis over remaining tax basis
    
    
    
    
    
    
    (361
    )Deferred tax liabilities
    
    $
    (251,539
    )
    
    $
    (247,253
    )Net deferred tax liabilities
    
    $
    (227,589
    )
    
    $
    (206,506
    )
  Year Ended December 31,2005
    
    
    2004
    
    
    2003United States
    
    $
    128,060
    
    
    $
    (12,310
    )
    
    $
    (3,996
    )International
    
    
    236,032
    
    
    
    174,127
    
    
    
    190,980Total
    
    $
    364,092
    
    
    $
    161,817
    
    
    $
    186,984
  Year Ended December 31,2005
    
    
    2004
    
    
    2003Current  United States
    
    $
    2,743
    
    
    $
    (8,403
    )
    
    $
    (2,561
    )Current  International
    
    
    28,446
    
    
    
    19,112
    
    
    
    18,753Deferred  United States
    
    
    36,786
    
    
    
    11,546
    
    
    
    14,878Deferred  International
    
    
    (579
    )
    
    
    (6,524
    )
    
    
    (10,502
    )Total
    
    $
    67,396
    
    
    $
    15,731
    
    
    $
    20,568
 60




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Year Ended December 31,2005
    
    
    2004
    
    
    2003Statutory rate
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Effect of:U.S. tax rate which is different than the Cayman Islands rate
    
    
    10.8
    
    
    
    9.8
    
    
    
    3.6Internal restructuring of non-U.S. assets
    
    
    1.7
    
    
    
    
    
    
    
    International tax rates which are different
than the Cayman Islands rate
    
    
    7.1
    
    
    
    10.9
    
    
    
    7.3Reserve for (resolution of) tax authority audits
    
    
    0.7
    
    
    
    (6.7
    )
    
    
    Change in tax status of international subsidiaries
    
    
    
    
    
    
    (2.7
    )
    
    
    Release of valuation allowance
    
    
    (1.5
    )
    
    
    
    
    
    
    U.S. and international return to provision adjustments
    
    
    (0.2
    )
    
    
    (1.8
    )
    
    
    Other
    
    
    (0.1
    )
    
    
    0.2
    
    
    
    0.1Total
    
    
    18.5
    %
    
    
    9.7
    %
    
    
    11.0
    %
      NOTE 13  EMPLOYEE BENEFIT PLANS
  61




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      Year Ended December 31,2005
    
    
    2004International
    
    
    Domestic
    
    
    International
    
    
    DomesticBenefit obligation at beginning of year
    
    $
    50,256
    
    
    $
    77,207
    
    
    $
    41,542
    
    
    $
    68,945Service cost
    
    
    2,455
    
    
    
    4,637
    
    
    
    2,411
    
    
    
    4,455Interest cost
    
    
    2,670
    
    
    
    4,318
    
    
    
    2,418
    
    
    
    4,097Actuarial losses
    
    
    14,122
    
    
    
    6,887
    
    
    
    1,060
    
    
    
    1,415Benefits paid
    
    
    (1,410
    )
    
    
    (2,087
    )
    
    
    (898
    )
    
    
    (2,072
    )Plan participants contribution
    
    
    205
    
    
    
    
    
    
    
    216
    
    
    
    Foreign exchange rate changes
    
    
    (2,506
    )
    
    
    
    
    
    
    3,507
    
    
    
    Other
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    367Benefit obligation at end of year
    
    $
    65,793
    
    
    $
    90,962
    
    
    $
    50,256
    
    
    $
    77,207
  62




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Year Ended December 31,2005
    
    
    2004International
    
    
    Domestic
    
    
    International
    
    
    DomesticFair value of plan assets at beginning of year
    
    $
    52,561
    
    
    $
    57,074
    
    
    $
    44,171
    
    
    $
    53,386Actual return on plan assets
    
    
    9,025
    
    
    
    5,158
    
    
    
    2,998
    
    
    
    5,173Employer contribution
    
    
    6,965
    
    
    
    11,967
    
    
    
    802
    
    
    
    587Plan participants contribution
    
    
    205
    
    
    
    
    
    
    
    216
    
    
    
    Benefits and expenses paid
    
    
    (1,410
    )
    
    
    (2,087
    )
    
    
    (963
    )
    
    
    (2,072
    )Foreign exchange rate changes
    
    
    (4,866
    )
    
    
    
    
    
    
    5,337
    
    
    
    Fair value of plan assets at end of year
    
    $
    62,480
    
    
    $
    72,112
    
    
    $
    52,561
    
    
    $
    57,074
  December 31,2005
    
    
    2004International
    
    
    Domestic
    
    
    International
    
    
    DomesticFunded status
    
    $
    (3,313
    )
    
    $
    (18,850
    )
    
    $
    2,305
    
    
    $
    (20,133
    )Unrecognized net loss
    
    
    10,519
    
    
    
    23,117
    
    
    
    991
    
    
    
    17,501Unrecognized prior service cost
    
    
    
    
    
    
    1,434
    
    
    
    
    
    
    
    1,695Unrecognized transition obligation
    
    
    1,107
    
    
    
    
    
    
    
    1,326
    
    
    
    Net amount recognized
    
    $
    8,313
    
    
    $
    5,701
    
    
    $
    4,622
    
    
    $
    (937
    )
  December 31,2005
    
    
    2004International
    
    
    Domestic
    
    
    International
    
    
    DomesticPrepaid (accrued) pension cost
    
    $
    8,313
    
    
    $
    2,352
    
    
    $
    4,622
    
    
    $
    (3,611
    )Intangible asset
    
    
    
    
    
    
    557
    
    
    
    
    
    
    
    1,953Accumulated other comprehensive loss
    
    
    
    
    
    
    2,792
    
    
    
    
    
    
    
    721Net amount recognized
    
    $
    8,313
    
    
    $
    5,701
    
    
    $
    4,622
    
    
    $
    (937
    )
  Year Ended December 31,2005
    
    
    2004
    
    
    2003International
    
    
    Domestic
    
    
    International
    
    
    Domestic
    
    
    International
    
    
    DomesticService cost
    
    $
    2,455
    
    
    $
    4,637
    
    
    $
    2,411
    
    
    $
    4,455
    
    
    $
    1,957
    
    
    $
    3,504Interest cost
    
    
    2,670
    
    
    
    4,318
    
    
    
    2,418
    
    
    
    4,097
    
    
    
    2,015
    
    
    
    3,486Return on plan assets
    
    
    (3,094
    )
    
    
    (4,718
    )
    
    
    (3,023
    )
    
    
    (4,273
    )
    
    
    (1,856
    )
    
    
    (3,376
    )Amortization of prior service
cost
    
    
    
    
    
    
    262
    
    
    
    
    
    
    
    260
    
    
    
    
    
    
    
    217Amortization of transition
obligation
    
    
    159
    
    
    
    
    
    
    
    168
    
    
    
    
    
    
    
    530
    
    
    
    Recognized net actuarial
loss (gain)
    
    
    13
    
    
    
    831
    
    
    
    (58
    )
    
    
    900
    
    
    
    (358
    )
    
    
    697Net pension expense
    
    $
    2,203
    
    
    $
    5,330
    
    
    $
    1,916
    
    
    $
    5,439
    
    
    $
    2,288
    
    
    $
    4,528
 63




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  December 31,2005
    
    
    2004International
    
    
    Domestic
    
    
    International
    
    
    DomesticProjected benefit obligation
    
    $
    65,793
    
    
    $
    90,962
    
    
    $
    50,256
    
    
    $
    77,207Accumulated benefit obligation
    
    
    61,460
    
    
    
    72,064
    
    
    
    48,716
    
    
    
    63,327Fair value of plan assets
    
    
    62,480
    
    
    
    72,112
    
    
    
    52,561
    
    
    
    57,074Increase in minimum liability included in
other comprehensive income (loss)
    
    
    
    
    
    
    2,071
    
    
    
    
    
    
    
    94
  December 31,2005
    
    
    2004International
    
    
    Domestic
    
    
    International
    
    
    DomesticWeighted-average assumptions used to determine
benefit obligations:Discount rate
    
    
    4.25%-5.10
    %
    
    
    5.50
    %
    
    
    4.75%-5.70
    %
    
    
    5.75
    %Rate of compensation increase
    
    
    3.60%-3.88
    %
    
    
    5.00
    %
    
    
    3.70%-3.88
    %
    
    
    5.00
    %
 December 31,2005
    
    
    2004
    
    
    2003International
    
    
    Domestic
    
    
    International
    
    
    Domestic
    
    
    International
    
    
    DomesticWeighted-average assumptions used to
determine net periodic benefit cost:Discount rate
    
    
    4.75%-5.70
    %
    
    
    5.75
    %
    
    
    5.25%-5.50
    %
    
    
    6.00
    %
    
    
    5.25%-5.50
    %
    
    
    6.50
    %Expected long-term
return on plan assets
    
    
    4.00%-6.25
    %
    
    
    7.75
    %
    
    
    5.25%-6.25
    %
    
    
    8.00
    %
    
    
    5.25%-6.25
    %
    
    
    8.00
    %Rate of compensation
increase
    
    
    3.60%-3.88
    %
    
    
    5.00
    %
    
    
    3.50%-3.88
    %
    
    
    5.00
    %
    
    
    3.50%-3.88
    %
    
    
    5.00
    %
    64




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  December 31,2005
    
    
    2004International
    
    
    Domestic
    
    
    International
    
    
    DomesticProjected benefit obligation
    
    $
    23,674
    
    
    $
    78,339
    
    
    $
    18,640
    
    
    $
    66,239Fair value of plan assets
    
    
    18,786
    
    
    
    57,605
    
    
    
    12,976
    
    
    
    43,542
  December 31,2005
    
    
    2004International
    
    
    Domestic
    
    
    International
    
    
    DomesticAccumulated benefit obligation
    
    $
    20,480
    
    
    $
    9,675
    
    
    $
    16,541
    
    
    $
    52,359Fair value of plan assets
    
    
    18,786
    
    
    
    
    
    
    
    12,976
    
    
    
    43,542
     December 31,2005
    
    
    2004TargetAllocation
    
    
    Actual
    
    
    
    
    
    
    Actualor Range
    
    
    Allocation
    
    
    Assets
    
    
    Allocation
    
    
    AssetsAsset category:Equity securities
    
    
    65
    %
    
    
    68
    %
    
    $
    48,877
    
    
    
    68
    %
    
    $
    39,114Debt securities
    
    
    32
    %
    
    
    29
    %
    
    
    21,058
    
    
    
    28
    %
    
    
    15,910Cash
    
    
    3
    %
    
    
    3
    %
    
    
    2,177
    
    
    
    4
    %
    
    
    2,050Total plan assets
    
    
    100
    %
    
    
    100
    %
    
    $
    72,112
    
    
    
    100
    %
    
    $
    57,074
  65




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         66




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  December 31,2005
    
    
    2004Actual
    
    
    
    
    
    
    ActualAllocation
    
    
    Assets
    
    
    Allocation
    
    
    AssetsAsset category:Equity securities
    
    
    58
    %
    
    $
    36,222
    
    
    
    62
    %
    
    $
    32,700Debt securities
    
    
    33
    %
    
    
    20,918
    
    
    
    31
    %
    
    
    16,339Cash
    
    
    9
    %
    
    
    5,340
    
    
    
    7
    %
    
    
    3,446Other
    
    
    0
    %
    
    
    
    
    
    
    0
    %
    
    
    76Total plan assets
    
    
    100
    %
    
    $
    62,480
    
    
    
    100
    %
    
    $
    52,561
     67




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    NOTE 14  DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
   Accounting for Derivative Instruments and Hedging
Activities Accounting for Certain Derivative Instruments and Certain
Hedging Activities (an amendment of FASB Statement No. 133), Amendment of
Statement 133 on Derivative Instruments and Hedging Activities
 68




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   2005
    
    
    2004
    
    
    2003Net unrealized gain (loss) at beginning of year
    
    $
    
    
    
    $
    
    
    
    $
    Activity during period:Net unrealized loss on outstanding foreign currency
forward contracts
    
    
    (1,397
    )
    
    
    
    
    
    
    Net unrealized loss on interest rate swaps
    
    
    (2,509
    )
    
    
    
    
    
    
    Net unrealized loss at end of year
    
    $
    (3,906
    )
    
    $
    
    
    
    $
    
 NOTE 15  COMMITMENTS AND CONTINGENCIES
  prima facie
  69




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      NOTE 16  PARENT GUARANTEE OF REGISTERED SECURITIES ISSUED BY SUBSIDIARY
   70




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##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
December 31, 2005
 NHC
    
    
    NobleNoble
    
    
    (Subsidiary
    
    
    Drilling
    
    
    Other
    
    
    Consolidating(Guarantor)
    
    
    Guarantor)
    
    
    (Issuer)
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    13,957
    
    
    $
    
    
    
    $
    
    
    
    $
    107,888
    
    
    $
    
    
    
    $
    121,845Investments in marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44,457
    
    
    
    
    
    
    
    44,457Accounts receivable
    
    
    
    
    
    
    
    
    
    
    8,611
    
    
    
    268,077
    
    
    
    
    
    
    
    276,688Inventories
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,940
    
    
    
    
    
    
    
    3,940Prepaid expenses
    
    
    
    
    
    
    
    
    
    
    321
    
    
    
    9,743
    
    
    
    
    
    
    
    10,064Accounts receivable from affiliates
    
    
    273,597
    
    
    
    
    
    
    
    526,351
    
    
    
    
    
    
    
    (799,948
    )
    
    
    Insurance receivables
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    51,565
    
    
    
    
    
    
    
    51,565Other current assets
    
    
    
    
    
    
    
    
    
    
    247
    
    
    
    42,526
    
    
    
    (28,877
    )
    
    
    13,896Total current assets
    
    
    287,554
    
    
    
    
    
    
    
    535,530
    
    
    
    528,196
    
    
    
    (828,825
    )
    
    
    522,455PROPERTY AND EQUIPMENTDrilling equipment and facilities
    
    
    
    
    
    
    
    
    
    
    99,591
    
    
    
    4,078,506
    
    
    
    
    
    
    
    4,178,097Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    66,698
    
    
    
    
    
    
    
    66,698
    
    
    
    
    
    
    
    99,591
    
    
    
    4,145,204
    
    
    
    
    
    
    
    4,244,795Accumulated depreciation
    
    
    
    
    
    
    
    
    
    
    (56,143
    )
    
    
    (1,189,633
    )
    
    
    
    
    
    
    (1,245,776
    )
    
    
    
    
    
    
    
    43,448
    
    
    
    2,955,571
    
    
    
    
    
    
    
    2,999,019NOTES RECEIVABLE FROM AFFILIATES
    
    
    511,835
    
    
    
    
    
    
    
    744,159
    
    
    
    1,220,577
    
    
    
    (2,476,571
    )
    
    
    INVESTMENTS IN AFFILIATES
    
    
    1,960,241
    
    
    
    2,242,204
    
    
    
    2,029,863
    
    
    
    
    
    
    
    (6,232,308
    )
    
    
    INVESTMENTS IN MARKETABLE
SECURITIES
    
    
    672,104
    
    
    
    
    
    
    
    
    
    
    
    1,535
    
    
    
    
    
    
    
    673,639OTHER ASSETS
    
    
    
    
    
    
    
    
    
    
    4,404
    
    
    
    146,850
    
    
    
    
    
    
    
    151,254$
    3,431,734
    
    
    $
    2,242,204
    
    
    $
    3,357,404
    
    
    $
    4,852,729
    
    
    $
    (9,537,704
    )
    
    $
    4,346,367LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent maturities of long-term debt
    
    $
    
    
    
    $
    21,562
    
    
    $
    
    
    
    $
    8,972
    
    
    $
    (21,562
    )
    
    $
    8,972Accounts payable
    
    
    
    
    
    
    
    
    
    
    1,805
    
    
    
    92,109
    
    
    
    
    
    
    
    93,914Accrued payroll and related costs
    
    
    
    
    
    
    
    
    
    
    16,388
    
    
    
    62,170
    
    
    
    
    
    
    
    78,558Taxes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,245
    
    
    
    
    
    
    
    45,245Interest payable
    
    
    
    
    
    
    
    
    
    
    8,718
    
    
    
    8,237
    
    
    
    (7,315
    )
    
    
    9,640Accounts payable to affiliates
    
    
    
    
    
    
    114,696
    
    
    
    
    
    
    
    685,252
    
    
    
    (799,948
    )
    
    
    Other current liabilities
    
    
    
    
    
    
    
    
    
    
    146
    
    
    
    22,860
    
    
    
    
    
    
    
    23,006Total current liabilities
    
    
    
    
    
    
    136,258
    
    
    
    27,057
    
    
    
    924,845
    
    
    
    (828,825
    )
    
    
    259,335LONG-TERM DEBT
    
    
    
    
    
    
    
    
    
    
    1,086,661
    
    
    
    42,664
    
    
    
    
    
    
    
    1,129,325NOTES PAYABLE TO AFFILIATES
    
    
    700,000
    
    
    
    520,577
    
    
    
    
    
    
    
    1,255,994
    
    
    
    (2,476,571
    )
    
    
    DEFERRED INCOME TAXES
    
    
    
    
    
    
    (2,700
    )
    
    
    13,016
    
    
    
    217,273
    
    
    
    
    
    
    
    227,589OTHER LIABILITIES
    
    
    
    
    
    
    1,043
    
    
    
    4,264
    
    
    
    983
    
    
    
    
    
    
    
    6,290700,000
    
    
    
    655,178
    
    
    
    1,130,998
    
    
    
    2,441,759
    
    
    
    (3,305,396
    )
    
    
    1,622,539COMMITMENTS AND CONTINGENCIESMINORITY INTEREST
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,906
    )
    
    
    
    
    
    
    (7,906
    )SHAREHOLDERS EQUITYOrdinary Shares-par value $0.10 per share
    
    
    13,701
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,701Capital in excess of par value
    
    
    1,024,470
    
    
    
    870,744
    
    
    
    870,744
    
    
    
    713,975
    
    
    
    (2,455,463
    )
    
    
    1,024,470Retained earnings
    
    
    1,736,015
    
    
    
    716,282
    
    
    
    1,355,662
    
    
    
    1,730,254
    
    
    
    (3,802,198
    )
    
    
    1,736,015Restricted stock (unearned compensation)
    
    
    (17,099
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,099
    )Accumulated other comprehensive loss
    
    
    (25,353
    )
    
    
    
    
    
    
    
    
    
    
    (25,353
    )
    
    
    25,353
    
    
    
    (25,353
    )2,731,734
    
    
    
    1,587,026
    
    
    
    2,226,406
    
    
    
    2,418,876
    
    
    
    (6,232,308
    )
    
    
    2,731,734$
    3,431,734
    
    
    $
    2,242,204
    
    
    $
    3,357,404
    
    
    $
    4,852,729
    
    
    $
    (9,537,704
    )
    
    $
    4,346,367
 71




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##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
December 31, 2004
 NHC
    
    
    NobleNoble
    
    
    (Subsidiary
    
    
    Drilling
    
    
    Other
    
    
    Consolidating(Guarantor)
    
    
    Guarantor)
    
    
    (Issuer)
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    8,130
    
    
    $
    
    
    
    $
    
    
    
    $
    50,660
    
    
    $
    
    
    
    $
    58,790Investments in marketable securities
    
    
    23,707
    
    
    
    
    
    
    
    
    
    
    
    109,081
    
    
    
    
    
    
    
    132,788Accounts receivable
    
    
    
    
    
    
    
    
    
    
    7,434
    
    
    
    197,589
    
    
    
    
    
    
    
    205,023Inventories
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,013
    
    
    
    
    
    
    
    4,013Prepaid expenses
    
    
    
    
    
    
    
    
    
    
    1,285
    
    
    
    11,169
    
    
    
    
    
    
    
    12,454Accounts receivable from affiliates
    
    
    177,091
    
    
    
    
    
    
    
    588,705
    
    
    
    
    
    
    
    (765,796
    )
    
    
    Other current assets
    
    
    19,918
    
    
    
    
    
    
    
    262
    
    
    
    11,963
    
    
    
    (19,928
    )
    
    
    12,215Total current assets
    
    
    228,846
    
    
    
    
    
    
    
    597,686
    
    
    
    384,475
    
    
    
    (785,724
    )
    
    
    425,283PROPERTY AND EQUIPMENTDrilling equipment and facilities
    
    
    
    
    
    
    
    
    
    
    99,624
    
    
    
    3,639,714
    
    
    
    
    
    
    
    3,739,338Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65,550
    
    
    
    
    
    
    
    65,550
    
    
    
    
    
    
    
    99,624
    
    
    
    3,705,264
    
    
    
    
    
    
    
    3,804,888Accumulated depreciation
    
    
    
    
    
    
    
    
    
    
    (51,581
    )
    
    
    (1,009,687
    )
    
    
    
    
    
    
    (1,061,268
    )
    
    
    
    
    
    
    
    48,043
    
    
    
    2,695,577
    
    
    
    
    
    
    
    2,743,620NOTES RECEIVABLE FROM AFFILIATES
    
    
    492,139
    
    
    
    
    
    
    
    44,159
    
    
    
    
    
    
    
    (536,298
    )
    
    
    INVESTMENTS IN AFFILIATES
    
    
    1,664,904
    
    
    
    1,987,843
    
    
    
    1,773,952
    
    
    
    
    
    
    
    (5,426,699
    )
    
    
    INVESTMENTS IN MARKETABLE
SECURITIES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    528
    
    
    
    
    
    
    
    528OTHER ASSETS
    
    
    
    
    
    
    
    
    
    
    5,929
    
    
    
    132,613
    
    
    
    
    
    
    
    138,542$
    2,385,889
    
    
    $
    1,987,843
    
    
    $
    2,469,769
    
    
    $
    3,213,193
    
    
    $
    (6,748,721
    )
    
    $
    3,307,973LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent maturities of long-term debt
    
    $
    
    
    
    $
    19,682
    
    
    $
    
    
    
    $
    8,361
    
    
    $
    (19,682
    )
    
    $
    8,361Accounts payable
    
    
    
    
    
    
    
    
    
    
    2,374
    
    
    
    80,638
    
    
    
    
    
    
    
    83,012Accrued payroll and related costs
    
    
    26
    
    
    
    
    
    
    
    15,222
    
    
    
    45,663
    
    
    
    
    
    
    
    60,911Taxes payable
    
    
    1,429
    
    
    
    
    
    
    
    
    
    
    
    21,454
    
    
    
    
    
    
    
    22,883Interest payable
    
    
    
    
    
    
    
    
    
    
    7,912
    
    
    
    1,315
    
    
    
    (246
    )
    
    
    8,981Accounts payable to affiliates
    
    
    
    
    
    
    114,330
    
    
    
    
    
    
    
    651,466
    
    
    
    (765,796
    )
    
    
    Other current liabilities
    
    
    
    
    
    
    
    
    
    
    809
    
    
    
    29,209
    
    
    
    
    
    
    
    30,018Total current liabilities
    
    
    1,455
    
    
    
    134,012
    
    
    
    26,317
    
    
    
    838,106
    
    
    
    (785,724
    )
    
    
    214,166LONG-TERM DEBT
    
    
    
    
    
    
    
    
    
    
    451,650
    
    
    
    51,638
    
    
    
    
    
    
    
    503,288NOTES PAYABLE TO AFFILIATES
    
    
    
    
    
    
    492,139
    
    
    
    
    
    
    
    44,159
    
    
    
    (536,298
    )
    
    
    DEFERRED INCOME TAXES
    
    
    
    
    
    
    (2,700
    )
    
    
    15,083
    
    
    
    194,123
    
    
    
    
    
    
    
    206,506OTHER LIABILITIES
    
    
    
    
    
    
    1,043
    
    
    
    4,674
    
    
    
    2,393
    
    
    
    
    
    
    
    8,1101,455
    
    
    
    624,494
    
    
    
    497,724
    
    
    
    1,130,419
    
    
    
    (1,322,022
    )
    
    
    932,070COMMITMENTS AND CONTINGENCIESMINORITY INTEREST
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,531
    )
    
    
    
    
    
    
    (8,531
    )SHAREHOLDERS EQUITYOrdinary Shares-par value $0.10 per share
    
    
    13,441
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,441Capital in excess of par value
    
    
    926,652
    
    
    
    870,744
    
    
    
    870,744
    
    
    
    691,289
    
    
    
    (2,432,777
    )
    
    
    926,652Retained earnings
    
    
    1,452,974
    
    
    
    492,605
    
    
    
    1,101,301
    
    
    
    1,397,478
    
    
    
    (2,991,384
    )
    
    
    1,452,974Restricted stock (unearned compensation)
    
    
    (11,171
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,171
    )Accumulated other comprehensive loss
    
    
    2,538
    
    
    
    
    
    
    
    
    
    
    
    2,538
    
    
    
    (2,538
    )
    
    
    2,5382,384,434
    
    
    
    1,363,349
    
    
    
    1,972,045
    
    
    
    2,091,305
    
    
    
    (5,426,699
    )
    
    
    2,384,434$
    2,385,889
    
    
    $
    1,987,843
    
    
    $
    2,469,769
    
    
    $
    3,213,193
    
    
    $
    (6,748,721
    )
    
    $
    3,307,973
 72




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##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
Year Ended December 31, 2005
 NHC
    
    
    NobleNoble
    
    
    (Subsidiary
    
    
    Drilling
    
    
    Other
    
    
    Consolidating(Guarantor)
    
    
    Guarantor)
    
    
    (Issuer)
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalOPERATING REVENUESContract drilling services
    
    $
    
    
    
    $
    
    
    
    $
    30,927
    
    
    $
    1,178,520
    
    
    $
    
    
    
    $
    1,209,447Reimbursables
    
    
    
    
    
    
    
    
    
    
    42
    
    
    
    86,290
    
    
    
    
    
    
    
    86,332Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    69,203
    
    
    
    
    
    
    
    69,203Engineering, consulting and other
    
    
    
    
    
    
    
    
    
    
    63
    
    
    
    17,092
    
    
    
    
    
    
    
    17,155
    
    
    
    
    
    
    
    31,032
    
    
    
    1,351,105
    
    
    
    
    
    
    
    1,382,137OPERATING COSTS AND EXPENSESContract drilling services
    
    
    109
    
    
    
    
    
    
    
    5,777
    
    
    
    593,321
    
    
    
    
    
    
    
    599,207Reimbursables
    
    
    
    
    
    
    
    
    
    
    42
    
    
    
    76,196
    
    
    
    
    
    
    
    76,238Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58,698
    
    
    
    
    
    
    
    58,698Engineering, consulting and other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,678
    
    
    
    
    
    
    
    22,678Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    6,087
    
    
    
    235,665
    
    
    
    
    
    
    
    241,752Selling, general and administrative
    
    
    1,070
    
    
    
    
    
    
    
    280
    
    
    
    38,928
    
    
    
    
    
    
    
    40,278Hurricane losses and recoveries, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (29,759
    )
    
    
    
    
    
    
    (29,759
    )1,179
    
    
    
    
    
    
    
    12,186
    
    
    
    995,727
    
    
    
    
    
    
    
    1,009,092OPERATING INCOME
    
    
    (1,179
    )
    
    
    
    
    
    
    18,846
    
    
    
    355,378
    
    
    
    
    
    
    
    373,045OTHER INCOME (EXPENSE)Equity earnings in affiliates (net of tax)
    
    
    295,337
    
    
    
    254,361
    
    
    
    261,116
    
    
    
    
    
    
    
    (810,814
    )
    
    
    Interest expense
    
    
    (4
    )
    
    
    (46,650
    )
    
    
    (29,523
    )
    
    
    9,741
    
    
    
    46,650
    
    
    
    (19,786
    )Other, net
    
    
    2,634
    
    
    
    
    
    
    
    285
    
    
    
    54,564
    
    
    
    (46,650
    )
    
    
    10,833INCOME BEFORE INCOME TAXES
    
    
    296,788
    
    
    
    207,711
    
    
    
    250,724
    
    
    
    419,683
    
    
    
    (810,814
    )
    
    
    364,092INCOME TAX (PROVISION) BENEFIT
    
    
    (92
    )
    
    
    15,966
    
    
    
    3,637
    
    
    
    (86,907
    )
    
    
    
    
    
    
    (67,396
    )NET INCOME
    
    $
    296,696
    
    
    $
    223,677
    
    
    $
    254,361
    
    
    $
    332,776
    
    
    $
    (810,814
    )
    
    $
    296,696
 73




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##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
Year Ended December 31, 2004
 NHC
    
    
    NobleNoble
    
    
    (Subsidiary
    
    
    Drilling
    
    
    Other
    
    
    Consolidating(Guarantor)
    
    
    Guarantor)
    
    
    (Issuer)
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalOPERATING REVENUESContract drilling services
    
    $
    
    
    
    $
    
    
    
    $
    30,423
    
    
    $
    906,991
    
    
    $
    
    
    
    $
    937,414Reimbursables
    
    
    
    
    
    
    
    
    
    
    28
    
    
    
    50,206
    
    
    
    
    
    
    
    50,234Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    51,327
    
    
    
    
    
    
    
    51,327Engineering, consulting and other
    
    
    
    
    
    
    
    
    
    
    17
    
    
    
    27,239
    
    
    
    
    
    
    
    27,256
    
    
    
    
    
    
    
    30,468
    
    
    
    1,035,763
    
    
    
    
    
    
    
    1,066,231OPERATING COSTS AND EXPENSESContract drilling services
    
    
    (334
    )
    
    
    
    
    
    
    6,716
    
    
    
    515,281
    
    
    
    
    
    
    
    521,663Reimbursables
    
    
    
    
    
    
    
    
    
    
    28
    
    
    
    44,582
    
    
    
    
    
    
    
    44,610Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,610
    
    
    
    
    
    
    
    42,610Engineering, consulting and other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,339
    
    
    
    
    
    
    
    27,339Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    7,674
    
    
    
    201,449
    
    
    
    
    
    
    
    209,123Selling, general and administrative
    
    
    578
    
    
    
    
    
    
    
    1,038
    
    
    
    32,098
    
    
    
    
    
    
    
    33,714244
    
    
    
    
    
    
    
    15,456
    
    
    
    863,359
    
    
    
    
    
    
    
    879,059OPERATING INCOME
    
    
    (244
    )
    
    
    
    
    
    
    15,012
    
    
    
    172,404
    
    
    
    
    
    
    
    187,172OTHER INCOME (EXPENSE)Equity earnings in affiliates (net of tax)
    
    
    101,280
    
    
    
    123,020
    
    
    
    130,828
    
    
    
    
    
    
    
    (355,128
    )
    
    
    Interest expense
    
    
    
    
    
    
    (47,472
    )
    
    
    (27,935
    )
    
    
    (6,454
    )
    
    
    47,472
    
    
    
    (34,389
    )Other, net
    
    
    47,928
    
    
    
    
    
    
    
    911
    
    
    
    7,667
    
    
    
    (47,472
    )
    
    
    9,034INCOME BEFORE INCOME TAXES
    
    
    148,964
    
    
    
    75,548
    
    
    
    118,816
    
    
    
    173,617
    
    
    
    (355,128
    )
    
    
    161,817INCOME TAX (PROVISION) BENEFIT
    
    
    (2,878
    )
    
    
    18,341
    
    
    
    4,204
    
    
    
    (35,398
    )
    
    
    
    
    
    
    (15,731
    )NET INCOME
    
    $
    146,086
    
    
    $
    93,889
    
    
    $
    123,020
    
    
    $
    138,219
    
    
    $
    (355,128
    )
    
    $
    146,086
 74




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##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
Year Ended December 31, 2003
 NHC
    
    
    NobleNoble
    
    
    (Subsidiary
    
    
    Drilling
    
    
    Other
    
    
    Consolidating(Guarantor)
    
    
    Guarantor)
    
    
    (Issuer)
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalOPERATING REVENUESContract drilling services
    
    $
    
    
    
    $
    
    
    
    $
    13,544
    
    
    $
    876,059
    
    
    $
    
    
    
    $
    889,603Reimbursables
    
    
    
    
    
    
    
    
    
    
    350
    
    
    
    43,864
    
    
    
    
    
    
    
    44,214Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,492
    
    
    
    
    
    
    
    28,492Engineering, consulting and other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,071
    
    
    
    
    
    
    
    25,071
    
    
    
    13,894
    
    
    
    973,486
    
    
    
    
    
    
    
    987,380OPERATING COSTS AND EXPENSESContract drilling services
    
    
    (27
    )
    
    
    1
    
    
    
    8,638
    
    
    
    462,109
    
    
    
    
    
    
    
    470,721Reimbursables
    
    
    
    
    
    
    
    
    
    
    350
    
    
    
    38,674
    
    
    
    
    
    
    
    39,024Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,496
    
    
    
    
    
    
    
    22,496Engineering, consulting and other
    
    
    
    
    
    
    
    
    
    
    (150
    )
    
    
    28,399
    
    
    
    
    
    
    
    28,249Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    5,561
    
    
    
    177,029
    
    
    
    
    
    
    
    182,590Selling, general and administrative
    
    
    300
    
    
    
    
    
    
    
    1,025
    
    
    
    25,309
    
    
    
    
    
    
    
    26,634Gain on sale of property and equipment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,472
    )
    
    
    
    
    
    
    (3,472
    )273
    
    
    
    1
    
    
    
    15,424
    
    
    
    750,544
    
    
    
    
    
    
    
    766,242OPERATING (LOSS) INCOME
    
    
    (273
    )
    
    
    (1
    )
    
    
    (1,530
    )
    
    
    222,942
    
    
    
    
    
    
    
    221,138OTHER INCOME (EXPENSE)Equity earnings in affiliates (net of tax)
    
    
    120,460
    
    
    
    164,802
    
    
    
    180,861
    
    
    
    
    
    
    
    (466,123
    )
    
    
    Interest expense
    
    
    
    
    
    
    (48,956
    )
    
    
    (27,782
    )
    
    
    (16,259
    )
    
    
    52,706
    
    
    
    (40,291
    )Other, net
    
    
    49,166
    
    
    
    
    
    
    
    4,606
    
    
    
    5,071
    
    
    
    (52,706
    )
    
    
    6,137INCOME BEFORE INCOME TAXES
    
    
    169,353
    
    
    
    115,845
    
    
    
    156,155
    
    
    
    211,754
    
    
    
    (466,123
    )
    
    
    186,984INCOME TAX (PROVISION) BENEFIT
    
    
    (2,937
    )
    
    
    17,135
    
    
    
    8,647
    
    
    
    (43,413
    )
    
    
    
    
    
    
    (20,568
    )NET INCOME
    
    $
    166,416
    
    
    $
    132,980
    
    
    $
    164,802
    
    
    $
    168,341
    
    
    $
    (466,123
    )
    
    $
    166,416
 75




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##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 2005
 NHC
    
    
    NobleNoble
    
    
    (Subsidiary
    
    
    Drilling
    
    
    Other
    
    
    Consolidating(Guarantor)
    
    
    Guarantor)
    
    
    (Issuer)
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalCASH FLOWS FROM OPERATING ACTIVITIESNet income
    
    $
    296,696
    
    
    $
    223,677
    
    
    $
    254,361
    
    
    $
    332,776
    
    
    $
    (810,814
    )
    
    $
    296,696Adjustments to reconcile net income to net cash
(used for) provided by operating activities:Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    6,087
    
    
    
    235,665
    
    
    
    
    
    
    
    241,752Deferred income tax provision
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,207
    
    
    
    
    
    
    
    36,207Loss on sales of marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    531
    
    
    
    
    
    
    
    531Equity in income of joint venture
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,194
    )
    
    
    
    
    
    
    (3,194
    )Distributions received from joint venture
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,194
    
    
    
    
    
    
    
    2,194Compensation expense from stock-based plans
    
    
    7,377
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,377Equity earnings in affiliates
    
    
    (295,337
    )
    
    
    (254,361
    )
    
    
    (261,116
    )
    
    
    
    
    
    
    810,814
    
    
    
    Hurricane losses and recoveries, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (29,759
    )
    
    
    
    
    
    
    (29,759
    )Other
    
    
    
    
    
    
    
    
    
    
    (952
    )
    
    
    3,703
    
    
    
    
    
    
    
    2,751Other changes in current assets and liabilities,
net of acquired working capital:Accounts receivable
    
    
    
    
    
    
    
    
    
    
    (1,177
    )
    
    
    (66,917
    )
    
    
    
    
    
    
    (68,094
    )Accounts receivable from affiliates
    
    
    (108,845
    )
    
    
    
    
    
    
    66,266
    
    
    
    
    
    
    
    42,579
    
    
    
    Other current assets
    
    
    19,918
    
    
    
    
    
    
    
    979
    
    
    
    (1,929
    )
    
    
    
    
    
    
    18,968Accounts payable
    
    
    
    
    
    
    
    
    
    
    (569
    )
    
    
    (1,826
    )
    
    
    
    
    
    
    (2,395
    )Accounts payable to affiliates
    
    
    
    
    
    
    366
    
    
    
    
    
    
    
    42,213
    
    
    
    (42,579
    )
    
    
    Other current liabilities
    
    
    (1,455
    )
    
    
    
    
    
    
    1,309
    
    
    
    26,122
    
    
    
    
    
    
    
    25,976Net cash (used for) provided by
operating activities
    
    
    (81,646
    )
    
    
    (30,318
    )
    
    
    65,188
    
    
    
    575,786
    
    
    
    
    
    
    
    529,010CASH FLOWS FROM INVESTING ACTIVITIESAcquisitions and related capital upgrades
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (212,050
    )
    
    
    
    
    
    
    (212,050
    )Other capital expenditures
    
    
    
    
    
    
    
    
    
    
    (42
    )
    
    
    (221,764
    )
    
    
    
    
    
    
    (221,806
    )Major maintenance expenditures
    
    
    
    
    
    
    
    
    
    
    (146
    )
    
    
    (79,517
    )
    
    
    
    
    
    
    (79,663
    )Repayments from affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,682
    
    
    
    (19,682
    )
    
    
    Loans to affiliates
    
    
    
    
    
    
    
    
    
    
    (700,000
    )
    
    
    (50,000
    )
    
    
    750,000
    
    
    
    Proceeds from sales of property and equipment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,129
    
    
    
    
    
    
    
    1,129Purchase of remaining 50% interest in the Panon,
net of cash acquired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (31,576
    )
    
    
    
    
    
    
    (31,576
    )Investment in Smedvig
    
    
    (691,100
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (691,100
    )Investment in marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,973
    )
    
    
    
    
    
    
    (24,973
    )Proceeds from sales of marketable securities
    
    
    23,600
    
    
    
    
    
    
    
    
    
    
    
    89,028
    
    
    
    
    
    
    
    112,628Net cash used for
investing activities
    
    
    (667,500
    )
    
    
    
    
    
    
    (700,188
    )
    
    
    (510,041
    )
    
    
    730,318
    
    
    
    (1,147,411
    )CASH FLOWS FROM FINANCING ACTIVITIESBorrowing on credit facilities
    
    
    
    
    
    
    
    
    
    
    700,000
    
    
    
    
    
    
    
    
    
    
    
    700,000Borrowings from affiliates
    
    
    700,000
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    (750,000
    )
    
    
    Payments on credit facilities
    
    
    
    
    
    
    
    
    
    
    (65,000
    )
    
    
    
    
    
    
    
    
    
    
    (65,000
    )Payment of other long-term debt
    
    
    
    
    
    
    (19,682
    )
    
    
    
    
    
    
    (8,517
    )
    
    
    19,682
    
    
    
    (8,517
    )Proceeds from issuance of ordinary shares
    
    
    76,037
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    76,037Payments of dividends
    
    
    (13,655
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,655
    )Repurchase of ordinary shares
    
    
    (7,409
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,409
    )Net cash provided by (used for)
financing activities
    
    
    754,973
    
    
    
    30,318
    
    
    
    635,000
    
    
    
    (8,517
    )
    
    
    (730,318
    )
    
    
    681,456NET INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    5,827
    
    
    
    
    
    
    
    
    
    
    
    57,228
    
    
    
    
    
    
    
    63,055CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR
    
    
    8,130
    
    
    
    
    
    
    
    
    
    
    
    50,660
    
    
    
    
    
    
    
    58,790CASH AND CASH EQUIVALENTS,
END OF YEAR
    
    $
    13,957
    
    
    $
    
    
    
    $
    
    
    
    $
    107,888
    
    
    $
    
    
    
    $
    121,845
 76




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##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 2004
 NHC
    
    
    NobleNoble
    
    
    (Subsidiary
    
    
    Drilling
    
    
    Other
    
    
    Consolidating(Guarantor)
    
    
    Guarantor)
    
    
    (Issuer)
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalCASH FLOWS FROM OPERATING ACTIVITIESNet income
    
    $
    146,086
    
    
    $
    93,889
    
    
    $
    123,020
    
    
    $
    138,219
    
    
    $
    (355,128
    )
    
    $
    146,086Adjustments to reconcile net income to net cash
(used for) provided by operating activities:Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    7,674
    
    
    
    201,449
    
    
    
    
    
    
    
    209,123Deferred income tax provision
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,022
    
    
    
    
    
    
    
    5,022Loss on sales of marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    129
    
    
    
    
    
    
    
    129Equity in income of joint venture
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,931
    )
    
    
    
    
    
    
    (3,931
    )Distributions received from joint venture
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,700
    
    
    
    
    
    
    
    2,700Compensation expense from stock-based plans
    
    
    5,753
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,753Equity earnings in affiliates
    
    
    (101,280
    )
    
    
    (123,020
    )
    
    
    (130,828
    )
    
    
    
    
    
    
    355,128
    
    
    
    Dissolution of rabbi trust
    
    
    11,945
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,945Other
    
    
    
    
    
    
    (1,657
    )
    
    
    (188
    )
    
    
    (2,183
    )
    
    
    
    
    
    
    (4,028
    )Other changes in current assets and liabilities,
net of acquired working capital:Accounts receivable
    
    
    
    
    
    
    
    
    
    
    (4,290
    )
    
    
    (51,498
    )
    
    
    
    
    
    
    (55,788
    )Accounts receivable from affiliates
    
    
    (146,459
    )
    
    
    
    
    
    
    21,674
    
    
    
    
    
    
    
    124,785
    
    
    
    Other current assets
    
    
    6,180
    
    
    
    
    
    
    
    5,806
    
    
    
    (10,799
    )
    
    
    
    
    
    
    1,187Accounts payable
    
    
    6
    
    
    
    
    
    
    
    (1,806
    )
    
    
    (2,364
    )
    
    
    
    
    
    
    (4,164
    )Accounts payable to affiliates
    
    
    
    
    
    
    56,803
    
    
    
    
    
    
    
    67,982
    
    
    
    (124,785
    )
    
    
    Other current liabilities
    
    
    2,433
    
    
    
    (8,064
    )
    
    
    4,064
    
    
    
    19,754
    
    
    
    
    
    
    
    18,187Net cash (used for) provided by
operating activities
    
    
    (75,336
    )
    
    
    17,951
    
    
    
    25,126
    
    
    
    364,480
    
    
    
    
    
    
    
    332,221CASH FLOWS FROM INVESTING ACTIVITIESAcquisitions and related capital upgrades
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (110,548
    )
    
    
    
    
    
    
    (110,548
    )Other capital expenditures
    
    
    
    
    
    
    
    
    
    
    334
    
    
    
    (150,827
    )
    
    
    
    
    
    
    (150,493
    )Major maintenance expenditures
    
    
    
    
    
    
    
    
    
    
    (460
    )
    
    
    (72,488
    )
    
    
    
    
    
    
    (72,948
    )Repayments from affiliates
    
    
    17,951
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,951
    )
    
    
    Proceeds from sales of property and equipment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,135
    
    
    
    
    
    
    
    2,135Repayments from joint venture
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,295
    
    
    
    
    
    
    
    2,295Investment in marketable securities
    
    
    (168,300
    )
    
    
    
    
    
    
    
    
    
    
    (64,916
    )
    
    
    
    
    
    
    (233,216
    )Proceeds from sales of marketable securities
    
    
    160,466
    
    
    
    
    
    
    
    
    
    
    
    104,886
    
    
    
    
    
    
    
    265,352Net cash provided by (used for)
investing activities
    
    
    10,117
    
    
    
    
    
    
    
    (126
    )
    
    
    (289,463
    )
    
    
    (17,951
    )
    
    
    (297,423
    )CASH FLOWS FROM FINANCING ACTIVITIESPayments of borrowing on credit facility
    
    
    
    
    
    
    
    
    
    
    (25,000
    )
    
    
    
    
    
    
    
    
    
    
    (25,000
    )Payment of other long-term debt
    
    
    
    
    
    
    (17,951
    )
    
    
    
    
    
    
    (52,933
    )
    
    
    17,951
    
    
    
    (52,933
    )Proceeds from issuance of ordinary shares
    
    
    79,072
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    79,072Repurchase of ordinary shares
    
    
    (39,714
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (39,714
    )Net cash provided by (used for)
financing activities
    
    
    39,358
    
    
    
    (17,951
    )
    
    
    (25,000
    )
    
    
    (52,933
    )
    
    
    17,951
    
    
    
    (38,575
    )NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
    
    
    (25,861
    )
    
    
    
    
    
    
    
    
    
    
    22,084
    
    
    
    
    
    
    
    (3,777
    )CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR
    
    
    33,991
    
    
    
    
    
    
    
    
    
    
    
    28,576
    
    
    
    
    
    
    
    62,567CASH AND CASH EQUIVALENTS,
END OF YEAR
    
    $
    8,130
    
    
    $
    
    
    
    $
    
    
    
    $
    50,660
    
    
    $
    
    
    
    $
    58,790
 77




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##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 2003
 NHC
    
    
    NobleNoble
    
    
    (Subsidiary
    
    
    Drilling
    
    
    Other
    
    
    Consolidating(Guarantor)
    
    
    Guarantor)
    
    
    (Issuer)
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalCASH FLOWS FROM OPERATING ACTIVITIESNet income
    
    $
    166,416
    
    
    $
    132,980
    
    
    $
    164,802
    
    
    $
    168,341
    
    
    $
    (466,123
    )
    
    $
    166,416Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    5,561
    
    
    
    177,029
    
    
    
    
    
    
    
    182,590Deferred income tax provision
    
    
    
    
    
    
    
    
    
    
    194
    
    
    
    4,182
    
    
    
    
    
    
    
    4,376Loss on sales of marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    382
    
    
    
    
    
    
    
    382Equity in income of joint venture
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,307
    )
    
    
    
    
    
    
    (2,307
    )Compensation expense from stock-based plans
    
    
    4,627
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,627Gain on sale of interest in deepwater
oil and gas properties
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,472
    )
    
    
    
    
    
    
    (3,472
    )Discretionary pension funding
    
    
    
    
    
    
    
    
    
    
    (6,900
    )
    
    
    (10,200
    )
    
    
    
    
    
    
    (17,100
    )Equity earnings in affiliates
    
    
    (120,460
    )
    
    
    (164,802
    )
    
    
    (180,861
    )
    
    
    
    
    
    
    466,123
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    (2,430
    )
    
    
    3,948
    
    
    
    
    
    
    
    1,518Other changes in current assets and liabilities,
net of acquired working capital:Accounts receivable
    
    
    
    
    
    
    
    
    
    
    (1,771
    )
    
    
    17,149
    
    
    
    
    
    
    
    15,378Accounts receivable from affiliates
    
    
    
    
    
    
    
    
    
    
    40,940
    
    
    
    
    
    
    
    (40,940
    )
    
    
    Other current assets
    
    
    (9,681
    )
    
    
    
    
    
    
    (7,094
    )
    
    
    4,694
    
    
    
    
    
    
    
    (12,081
    )Accounts payable
    
    
    (6
    )
    
    
    
    
    
    
    3,161
    
    
    
    19,245
    
    
    
    
    
    
    
    22,400Accounts payable to affiliates
    
    
    (15,408
    )
    
    
    40,147
    
    
    
    
    
    
    
    (65,679
    )
    
    
    40,940
    
    
    
    Other current liabilities
    
    
    (1,026
    )
    
    
    8,064
    
    
    
    3,678
    
    
    
    (8,135
    )
    
    
    
    
    
    
    2,581Net cash provided by operating activities
    
    
    24,462
    
    
    
    16,389
    
    
    
    19,280
    
    
    
    305,177
    
    
    
    
    
    
    
    365,308CASH FLOWS FROM INVESTING ACTIVITIESAcquisitions and related capital upgrades
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (194,400
    )
    
    
    
    
    
    
    (194,400
    )Other capital expenditures
    
    
    
    
    
    
    
    
    
    
    (16,411
    )
    
    
    (96,323
    )
    
    
    
    
    
    
    (112,734
    )Major maintenance expenditures
    
    
    
    
    
    
    
    
    
    
    (2,869
    )
    
    
    (34,115
    )
    
    
    
    
    
    
    (36,984
    )Repayments from affiliates
    
    
    16,389
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,389
    )
    
    
    Proceeds from sales of property and equipment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,606
    
    
    
    
    
    
    
    1,606Proceeds from sale of interest in deepwater
oil and gas properties
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,200
    
    
    
    
    
    
    
    5,200Repayments from joint venture
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,977
    
    
    
    
    
    
    
    4,977Investment in marketable securities
    
    
    (97,385
    )
    
    
    
    
    
    
    
    
    
    
    (112,635
    )
    
    
    
    
    
    
    (210,020
    )Proceeds from sales of marketable securities
    
    
    71,776
    
    
    
    
    
    
    
    
    
    
    
    167,509
    
    
    
    
    
    
    
    239,285Net cash used for investing activities
    
    
    (9,220
    )
    
    
    
    
    
    
    (19,280
    )
    
    
    (258,181
    )
    
    
    (16,389
    )
    
    
    (303,070
    )CASH FLOWS FROM FINANCING ACTIVITIESPayment of long-term debt
    
    
    
    
    
    
    (16,389
    )
    
    
    
    
    
    
    (80,580
    )
    
    
    16,389
    
    
    
    (80,580
    )Proceeds from issuance of ordinary shares
    
    
    9,432
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,432Decrease in restricted cash
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,668
    
    
    
    
    
    
    
    8,668Net cash provided by (used for)
financing activities
    
    
    9,432
    
    
    
    (16,389
    )
    
    
    
    
    
    
    (71,912
    )
    
    
    16,389
    
    
    
    (62,480
    )NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS
    
    
    24,674
    
    
    
    
    
    
    
    
    
    
    
    (24,916
    )
    
    
    
    
    
    
    (242
    )CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR
    
    
    9,317
    
    
    
    
    
    
    
    
    
    
    
    53,492
    
    
    
    
    
    
    
    62,809CASH AND CASH EQUIVALENTS,
END OF YEAR
    
    $
    33,991
    
    
    $
    
    
    
    $
    
    
    
    $
    28,576
    
    
    $
    
    
    
    $
    62,567
 78




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 17  HURRICANE LOSSES AND RECOVERIES
 Noble Jim Thompson Noble Max Smith Noble Paul Romano Noble
Amos Runner
 NOTE 18  SEGMENT AND RELATED INFORMATION
 Disclosure about Segments of an Enterprise and Related
Information
   79




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 International
    
    DomesticContract
    
    Contract
    
    EngineeringDrilling
    
    Drilling
    
    & ConsultingServices
    
    Services
    
    Services
    
    Other
    
    Total2005Revenues from external customers
    
    $
    980,294
    
    
    $
    292,888
    
    
    $
    21,927
    
    
    $
    87,028
    
    
    $
    1,382,137Depreciation and amortization
    
    
    190,043
    
    
    
    48,116
    
    
    
    365
    
    
    
    3,228
    
    
    
    241,752Interest expense
    
    
    10,811
    
    
    
    6,533
    
    
    
    157
    
    
    
    2,285
    
    
    
    19,786Equity in income of joint venture
    
    
    3,194
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,194Income tax provision
    
    
    38,105
    
    
    
    27,239
    
    
    
    393
    
    
    
    1,659
    
    
    
    67,396Segment profit (loss)
    
    
    215,589
    
    
    
    81,717
    
    
    
    (8,935
    )
    
    
    8,325
    
    
    
    296,696Total assets
    
    
    2,300,768
    
    
    
    1,151,158
    
    
    
    29,253
    
    
    
    865,188
    
    
    
    4,346,367Capital expenditures
    
    
    152,127
    
    
    
    59,686
    
    
    
    355
    
    
    
    253,605
    
    
    
    465,7732004Revenues from external customers
    
    $
    720,412
    
    
    $
    255,027
    
    
    $
    21,492
    
    
    $
    69,300
    
    
    $
    1,066,231Depreciation and amortization
    
    
    156,472
    
    
    
    48,547
    
    
    
    589
    
    
    
    3,515
    
    
    
    209,123Interest expense
    
    
    16,997
    
    
    
    16,500
    
    
    
    117
    
    
    
    775
    
    
    
    34,389Equity in income of joint venture
    
    
    3,931
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,931Income tax provision (benefit)
    
    
    16,012
    
    
    
    11,655
    
    
    
    315
    
    
    
    (12,251
    )
    
    
    15,731Segment profit (loss)
    
    
    103,523
    
    
    
    34,966
    
    
    
    (8,363
    )
    
    
    15,960
    
    
    
    146,086Total assets
    
    
    1,834,385
    
    
    
    1,243,063
    
    
    
    38,366
    
    
    
    192,159
    
    
    
    3,307,973Capital expenditures
    
    
    244,172
    
    
    
    8,973
    
    
    
    1,620
    
    
    
    6,276
    
    
    
    261,0412003Revenues from external customers
    
    $
    663,321
    
    
    $
    262,378
    
    
    $
    23,545
    
    
    $
    38,136
    
    
    $
    987,380Depreciation and amortization
    
    
    128,853
    
    
    
    49,521
    
    
    
    610
    
    
    
    3,606
    
    
    
    182,590Interest expense
    
    
    19,548
    
    
    
    19,899
    
    
    
    147
    
    
    
    697
    
    
    
    40,291Equity in income of joint venture
    
    
    2,307
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,307Income tax provision (benefit)
    
    
    13,252
    
    
    
    14,201
    
    
    
    286
    
    
    
    (7,171
    )
    
    
    20,568Segment profit (loss)
    
    
    131,379
    
    
    
    40,470
    
    
    
    (12,737
    )
    
    
    7,304
    
    
    
    166,416Total assets
    
    
    1,578,736
    
    
    
    1,283,662
    
    
    
    30,322
    
    
    
    296,913
    
    
    
    3,189,633Capital expenditures
    
    
    135,986
    
    
    
    79,816
    
    
    
    637
    
    
    
    90,695
    
    
    
    307,134
 80




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Revenues
    
    
    Identifiable AssetsYear Ended December 31,
    
    
    December 31,2005
    
    
    2004
    
    
    2003
    
    
    2005
    
    
    2004
    
    
    2003United States
    
    $
    314,813
    
    
    $
    265,767
    
    
    $
    283,097
    
    
    $
    1,138,237
    
    
    $
    1,483,844
    
    
    $
    1,528,333Bahrain
    
    
    20
    
    
    
    5,502
    
    
    
    8,110
    
    
    
    
    
    
    
    
    
    
    
    Brazil
    
    
    132,115
    
    
    
    105,405
    
    
    
    138,623
    
    
    
    470,295
    
    
    
    456,079
    
    
    
    427,375Canada
    
    
    29,294
    
    
    
    26,741
    
    
    
    24,755
    
    
    
    11,463
    
    
    
    11,479
    
    
    
    10,116China
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    237,678
    
    
    
    84,225
    
    
    
    78,660Croatia
    
    
    13,385
    
    
    
    12,809
    
    
    
    
    
    
    
    31,115
    
    
    
    28,141
    
    
    
    35,307Denmark
    
    
    22,203
    
    
    
    21,213
    
    
    
    22,359
    
    
    
    42,733
    
    
    
    41,980
    
    
    
    44,498Germany
    
    
    8,610
    
    
    
    4,377
    
    
    
    7,257
    
    
    
    16,430
    
    
    
    9,440
    
    
    
    1,569India
    
    
    36,635
    
    
    
    38,396
    
    
    
    14,318
    
    
    
    97,935
    
    
    
    87,443
    
    
    
    99,211Mexico
    
    
    159,413
    
    
    
    150,030
    
    
    
    129,473
    
    
    
    196,498
    
    
    
    167,766
    
    
    
    172,471Nigeria
    
    
    185,327
    
    
    
    81,357
    
    
    
    61,218
    
    
    
    348,150
    
    
    
    136,609
    
    
    
    130,891Norway (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    672,104
    
    
    
    
    
    
    
    Qatar
    
    
    136,599
    
    
    
    78,556
    
    
    
    48,853
    
    
    
    514,841
    
    
    
    213,788
    
    
    
    127,203The Netherlands
    
    
    93,690
    
    
    
    99,125
    
    
    
    100,984
    
    
    
    134,796
    
    
    
    134,958
    
    
    
    148,503United Arab Emirates
    
    
    97,922
    
    
    
    83,366
    
    
    
    72,216
    
    
    
    222,846
    
    
    
    290,670
    
    
    
    219,246United Kingdom
    
    
    151,991
    
    
    
    91,783
    
    
    
    74,955
    
    
    
    170,818
    
    
    
    151,310
    
    
    
    150,434Other
    
    
    120
    
    
    
    1,804
    
    
    
    1,162
    
    
    
    40,428
    
    
    
    10,241
    
    
    
    15,816Total International
    
    
    1,067,324
    
    
    
    800,464
    
    
    
    704,283
    
    
    
    3,208,130
    
    
    
    1,824,129
    
    
    
    1,661,300Total
    
    $
    1,382,137
    
    
    $
    1,066,231
    
    
    $
    987,380
    
    
    $
    4,346,367
    
    
    $
    3,307,973
    
    
    $
    3,189,633
 
 (1)
    
    Norway consists of the December 2005 investment in shares of Smedvig. Smedvig is a
Norwegian company whose shares are traded on the Oslo Stock Exchange under the ticker symbol
SME and SMEB. NOTE 19  SUBSEQUENT EVENTS
   81




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 20  UNAUDITED INTERIM FINANCIAL DATA
  Quarter EndedMarch 31
    
    June 30
    
    Sept. 30
    
    Dec. 312005Operating revenues
    
    $
    310,325
    
    
    $
    344,008
    
    
    $
    367,205
    
    
    $
    360,599Operating income
    
    
    58,125
    
    
    
    91,718
    
    
    
    94,579
    
    
    
    128,623Net income
    
    
    45,530
    
    
    
    73,310
    
    
    
    76,523
    
    
    
    101,333Net income per share (1):Basic
    
    
    0.34
    
    
    
    0.54
    
    
    
    0.56
    
    
    
    0.74Diluted
    
    
    0.33
    
    
    
    0.53
    
    
    
    0.55
    
    
    
    0.73
 Quarter EndedMarch 31
    
    June 30
    
    Sept. 30
    
    Dec. 312004Operating revenues
    
    $
    245,433
    
    
    $
    253,009
    
    
    $
    265,638
    
    
    $
    302,151Operating income
    
    
    38,842
    
    
    
    46,561
    
    
    
    44,015
    
    
    
    57,754Net income
    
    
    28,260
    
    
    
    34,381
    
    
    
    30,571
    
    
    
    52,874Net income per share (1):Basic
    
    
    0.21
    
    
    
    0.26
    
    
    
    0.23
    
    
    
    0.39Diluted
    
    
    0.21
    
    
    
    0.26
    
    
    
    0.23
    
    
    
    0.39
 
 (1)
    
    Net income per share is computed independently for each of the quarters presented. Therefore,
the sum of the quarters net income per share may not agree to the total computed for the year. 82




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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
  
 ITEM 9A. CONTROLS AND PROCEDURES.
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  Managements Annual Report on Internal Control Over Financial Reporting
   
 ITEM 9B. OTHER INFORMATION.
  
 PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
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ITEM 11. EXECUTIVE COMPENSATION.
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
  
 PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES.
 (a)
    
    The following documents are filed as part of this report:
 (1)
    
    A list of the financial statements filed as a part of this report is set forth
in Item 8 on page 39 and is incorporated herein by reference.(2)
    
    Financial Statement Schedules:All schedules are omitted because they are either not applicable or required information
is shown in the financial statements or notes thereto.(3)
    
    Exhibits:The information required by this Item 15(a)(3) is set forth in the Index to Exhibits
accompanying this Annual Report on Form 10-K and is incorporated herein by reference.
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SIGNATURES
  NOBLE CORPORATIONDate:  March 13, 2006
    By:
    /s/  JAMES C. DAYJames C. Day, Chairman of the Board andChief Executive Officer  Signature
    
    Capacity In Which Signed
    
    Date/s/ JAMES C. DAY
    
    Chairman of the Board and
    
    March 13, 2006James C. Day
    
    Chief Executive Officer and Director
(Principal Executive Officer)/s/ BRUCE W. BUSMIRE
    
    Senior Vice President and
    
    March 13, 2006Bruce W. Busmire
    
    Chief Financial Officer,
Treasurer and Controller
(Principal Financial and Accounting
Officer)/s/ MICHAEL A. CAWLEY
    
    Director
    
    March 13, 2006Michael A. Cawley/s/ LAWRENCE J. CHAZEN
    
    Director
    
    March 13, 2006Lawrence J. Chazen/s/ LUKE R. CORBETT
    
    Director
    
    March 13, 2006Luke R. Corbett/s/ JULIE H. EDWARDS
    
    Director
    
    March 13, 2006Julie H. Edwards/s/ MARC E. LELAND
    
    Director
    
    March 13, 2006Marc E. Leland/s/ JACK E. LITTLE
    
    Director
    
    March 13, 2006Jack E. Little/s/ MARY P. RICCIARDELLO
    
    Director
    
    March 13, 2006Mary P. Ricciardello/s/ WILLIAM A. SEARS
    
    Director
    
    March 13, 2006William A. Sears
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INDEX TO EXHIBITS
 Exhibit Number
    
    Exhibit2.1
    
    Agreement and Plan of Merger dated as of March 11, 2002 among Noble Corporation, Noble Cayman
Acquisition Corporation, Noble Holding (U.S.) Corporation and Noble Drilling Corporation
(included as Annex A to the proxy statement/prospectus that constitutes a part of the
Registrants Registration Statement on Form S-4 (No. 333-84278) and incorporated herein by
reference).3.1
    
    Memorandum of Association of the Registrant (filed as Exhibit 3.3 to the Registrants
Registration Statement on Form S-4 (No. 333-84278) and incorporated herein by reference).3.2
    
    Articles of Association of the Registrant, as amended (filed as Exhibit 3.2 to the
Registrants Quarterly Report on Form 10-Q for the three-month period ended March 31, 2005 and
incorporated herein by reference).4.1
    
    Indenture dated as of March 1, 1999, between Noble Drilling Corporation and JP Morgan Chase
Bank, National Association (formerly Chase Bank of Texas, National Association), as trustee
(filed as Exhibit 4.1 to the Form 8-K of Noble Drilling Corporation dated March 22, 1999 (date
of event: March 1, 1999) and incorporated herein by reference).4.2
    
    Supplemental Indenture dated as of March 16, 1999, between Noble Drilling Corporation and JP
Morgan Chase Bank, National Association (formerly Chase Bank of Texas, National Association),
as trustee (filed as Exhibit 4.2 to Noble Drilling Corporations Form 8-K dated March 22, 1999
(date of event: March 1, 1999) and incorporated herein by reference).4.3
    
    Rights Agreement between Noble Corporation and UMB Bank, N.A., as Rights Agent, which
includes the Form of Right Certificate as Exhibit B thereto (filed as Exhibit 4.1 to the
Registrants Registration Statement on Form S-4 (No. 333-84278) and incorporated herein by
reference).4.4
    
    First Amendment to Rights Agreement between Noble Corporation and UMB Bank, N.A., as Rights
Agent, dated as of March 12, 2003 (filed as Exhibit 4.2 to the Registrants Current Report on
Form 8-K filed on March 14, 2003 and incorporated herein by reference).4.5
    
    Second Amendment to Rights Agreement between Noble Corporation and UMB Bank, N.A., as Rights
Agent, dated as of June 9, 2005 (filed as Exhibit 10.3 to the Registrants Current Report on
Form 8-K filed on June 10, 2005 and incorporated herein by reference).4.6
    
    Third Amendment to Rights Agreement between Noble Corporation and UMB Bank, N.A., as Rights
Agent, effective as of February 3, 2006 (filed as Exhibit 4.1 to the Registrants Current
Report on Form 8-K filed on February 8, 2006 and incorporated herein by reference).4.7
    
    Note Purchase Agreement dated as of December 21, 1998, by and among Noble Drilling (Jim
Thompson) Inc., JP Morgan Chase Bank, National Association (formerly Chase Bank of Texas,
National Association), as Trustee, and each of the note purchasers thereunder. Each note
purchaser has entered into a separate Note Purchase Agreement, which agreements are
substantially identical in all material respects, except for the principal amount of notes
purchased. A schedule identifying each of the note purchasers that entered into a Note
Purchase Agreement with Noble Drilling (Jim Thompson) Inc. and the principal amount of notes
purchased by each such note purchaser is included as Annex I to the Note Purchase Agreement
(filed as Exhibit 4.24 to Noble Drilling Corporations Registration Statement on Form S-3 (No.
333-72059) and incorporated herein by reference).
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Exhibit Number
    
    Exhibit4.8
    
    Indenture of First Naval Mortgage, dated as of December 21, 1998, made by Noble Drilling (Jim
Thompson) Inc. in favor of JP Morgan Chase Bank, National Association (formerly Chase Bank of
Texas, National Association), as Trustee (filed as Exhibit 4.25 to Noble Drilling
Corporations Registration Statement on Form S-3 (No. 333-72059) and incorporated herein by
reference).4.9
    
    Parent Guaranty, dated as of December 21, 1998, by Noble Drilling Corporation in favor of JP
Morgan Chase Bank, National Association (formerly Chase Bank of Texas, National Association),
as Trustee (filed as Exhibit 4.26 to Noble Drilling Corporations Registration Statement on
Form S-3 (No. 333-72059) and incorporated herein by reference).4.10
    
    Credit Agreement, dated as of December 22, 2005, among Noble Corporation, Noble Holding
(U.S.) Corporation, Noble Drilling Corporation and Goldman Sachs Credit Partners L.P. (filed
as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on December 28, 2005 and
incorporated herein by reference).4.11
    
    First Amendment to Credit Agreement, dated as of February 17, 2006 among Noble Corporation,
Noble Holding (U.S.) Corporation, Noble Drilling Corporation and Goldman Sachs Credit Partners
L.P. (filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on February
22, 2006 and incorporated herein by reference).4.12
    
    Third Supplemental Indenture, dated as of December 20, 2005, between Noble Drilling
Corporation, Noble Drilling Holding LLC, Noble Holding (U.S.) Corporation and Noble
Corporation and JP Morgan Chase Bank, National Association, as trustee (filed as Exhibit 4.14
to the Registrants Registration Statement on Form S-3 (No. 333-131885) and incorporated
herein by reference).4.13
    
    Amended and Restated Credit Agreement dated May 1, 2002 among Noble Corporation, Noble Holding (U.S.) Corporation, Noble
Drilling Corporation, Nordea Bank Norge ASA, New York Branch, as Administrative Agent, and the lenders named therein
(filed as Exhibit 4.1 to the Registrants Quarterly Report on Form 10-Q for the three-month period ended March 31, 2002
and incorporated herein by reference).4.14
    
    First Amendment to Note Purchase Agreement and Consent, dated March 15, 2002, between Noble Drilling (Jim Thompson)
Inc., each of the note purchasers thereunder and JPMorgan Chase Bank,
National Association, as trustee (filed as Exhibit 4.2 to the Registrants Quarterly Report on
Form 10-Q for the three-month period ended March 31, 2002 and incorporated herein by reference).4.15
    
    Amended and Restated Parent Guaranty, dated as April 25, 2002, by Noble Corporation, Noble
Holding (U.S.) Corporation and Noble Drilling Corporation, in favor of JPMorgan Chase Bank,
National Association, as trustee, for the benefit of the note purchasers under the Note Purchase
Agreement and Consent with Noble Drilling (Jim Thompson) Inc. (filed as Exhibit 4.3 to the Registrants
Quarterly Report on Form 10-Q for the three-month period ended
March 31, 2002 and incorporated herein
by reference).4.16
    
    Second Supplemental Indenture, dated as of April 30, 2002, between Noble Drilling
Corporation, Noble Holding (U.S.) Corporation and Noble Corporation, and JPMorgan Chase Bank,
National Association, as trustee (filed as Exhibit 4.6 to the Registrants Quarterly Report on
Form 10-Q for the three-month period ended March 31, 2002 and incorporated herein by
reference).
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Exhibit Number
    
    Exhibit4.17
    
    Second Amendment, dated November 24, 2004, among Noble Corporation, Noble Holding (U.S.)
Corporation, Noble Drilling Corporation, various lending institutions party to the Credit
Agreement, Wells Fargo Bank, N.A. (as successor to Wells Fargo Bank Texas, National
Association) and SunTrust Bank, as Documentation Agents, The Bank of Tokyo-Mitsubishi, Ltd.
and Westdeutsche Landesbank Girozentrale, New York Branch, as Syndication Agents, The Bank of
Tokyo-Mitsubishi, Ltd. and Nordea Bank Finland Plc, New York Branch, as Co-Lead Arrangers,
Nordea Bank Finland Plc, as Bookrunner, and Nordea Bank Finland Plc, New York Branch (as the
replacement Administrative Agent to Nordea Bank Norge ASA, New York Branch, as successor by
merger to Christiania Bank og Kreditkasse ASA, New York Branch), as Administrative Agent
(filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K dated November 30, 2004
and incorporated herein by reference).4.18
    
    Second Amendment to Credit Agreement, dated as of March 2, 2006 among Noble Corporation,
Noble Holding (U.S.) Corporation, Noble Drilling Corporation and Goldman Sachs Credit
Partners, L.P. (filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on
March 6, 2006 and incorporated herein by reference).10.1*
    
    Amendment to the Noble Corporation 1991 Stock Option and Restricted Stock Plan dated as of
April 24, 2003, and composite copy of the Plan through such Amendment (filed as Exhibit 10.2
to the Registrants Quarterly Report on Form 10-Q for the three-month period ended
March 31, 2003 and incorporated herein by reference).10.2*
    
    Amendment No. 4 to the Noble Corporation 1992 Nonqualified Stock Option Plan for
Non-Employee Directors dated as of April 24, 2003, and composite copy of the Plan through such
Amendment (filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the
three-month period ended March 31, 2003 and incorporated herein by reference).10.3*
    
    Noble Corporation Equity Compensation Plan for Non-Employee Directors (filed as Exhibit 10.1
to Noble Drilling Corporations Quarterly Report on Form 10-Q for the three-month period ended
September 30, 1996 and incorporated herein by reference).10.4*
    
    Amendment, effective as of May 1, 2002, to the Noble Corporation Equity Compensation Plan
for Non-Employee Directors (filed as Exhibit 10.1 to Post-Effective Amendment No. 1 to the
Registrants Registration Statement on Form S-8 (No. 333-17407) and incorporated herein by
reference).10.5*
    
    Noble Corporations Short Term Incentive Plan (revised April 2005) (filed as Exhibit 10.1 to
the Registrants Quarterly Report on Form 10-Q for the three-month period ended March 31, 2005
and incorporated herein by reference).10.6*
    
    Noble Drilling Corporation 401(k) Savings Restoration Plan (filed as Exhibit 10.1 to the
Registrants Registration Statement on Form S-8 dated January 18, 2001 (No. 333-53912) and
incorporated herein by reference).10.7*
    
    Amendment No. 1 to the Noble Drilling Corporation 401(k) Savings Restoration Plan (filed as
Exhibit 10.1 to Post-Effective Amendment No. 1 to the Registrants Registration Statement on
Form S-8 (No. 333-53912) and incorporated herein by reference).10.8*
    
    Noble Drilling Corporation Retirement Restoration Plan dated April 27, 1995 (filed as
Exhibit 10.2 to Noble Drilling Corporations Quarterly Report on Form 10-Q for the three-month
period ended March 31, 1995 and incorporated herein by reference).10.9*
    
    Amendment No. 1 to the Noble Drilling Corporation Retirement Restoration Plan dated January
29, 1998 (filed as Exhibit 10.18 to Noble Drilling Corporations Annual Report on Form 10-K
for the year ended December 31, 1997 and incorporated herein by reference).
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Exhibit Number
    
    Exhibit10.10
    
    Guarantee dated August 26, 1994 between Noble Drilling Corporation and Hibernia Management
and Development Company Ltd. (filed as Exhibit 10.45 to Noble Drilling Corporations Annual
Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by
reference).10.11*
    
    Form of Indemnity Agreement entered into between Noble Corporation and each of its directors
and officers (filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the
three-month period ended March 31, 2002 and incorporated herein by reference).10.12*
    
    Amended and Restated Employment Agreement, dated as of April 30, 2002, by and between Noble
Drilling Corporation and James C. Day (filed as Exhibit 10.2 to the Registrants Quarterly
Report on Form 10-Q for the three-month period ended March 31, 2002 and incorporated herein by
reference).10.13*
    
    Parent Guaranty by Noble Corporation, dated as of April 30, 2002, of Amended and Restated
Employment Agreement by and between Noble Drilling Corporation and James C. Day (filed as
Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the three-month period
ended March 31, 2002 and incorporated herein by reference).10.14*
    
    Amended and Restated Employment Agreement, dated as of April 30, 2002, by and between Noble
Drilling Corporation and Mark A. Jackson (filed as Exhibit 10.6 to the Registrants Quarterly
Report on Form 10-Q for the three-month period ended March 31, 2002 and incorporated herein by
reference).10.15*
    
    Parent Guaranty by Noble Corporation, dated as of April 30, 2002, of Amended and Restated
Employment Agreement by and between Noble Drilling Corporation and Mark A. Jackson (filed as
Exhibit 10.7 to the Registrants Quarterly Report on Form 10-Q for the three-month period
ended March 31, 2002 and incorporated herein by reference).10.16*
    
    Amended and Restated Employment Agreement, dated as of April 30, 2002, by and between Noble
Drilling Corporation and Julie J. Robertson (filed as Exhibit 10.8 to the Registrants
Quarterly Report on Form 10-Q for the three-month period ended March 31, 2002 and incorporated
herein by reference).10.17*
    
    Parent Guaranty by Noble Corporation, dated as of April 30, 2002, of Amended and Restated
Employment Agreement by and between Noble Drilling Corporation and Julie J. Robertson (filed
as Exhibit 10.9 to the Registrants Quarterly Report on Form 10-Q for the three-month period
ended March 31, 2002 and incorporated herein by reference).10.18*
    
    Amended and Restated Employment Agreement, dated as of April 30, 2002, by and between Noble
Drilling Corporation and Robert D. Campbell (filed as Exhibit 10.4 to the Registrants
Quarterly Report on Form 10-Q for the three-month period ended March 31, 2002 and incorporated
herein by reference).10.19*
    
    Parent Guaranty by Noble Corporation, dated as of April 30, 2002, of Amended and Restated
Employment Agreement by and between Noble Drilling Corporation and Robert D. Campbell (filed
as Exhibit 10.5 to the Registrants Quarterly Report on Form 10-Q for the three-month period
ended March 31, 2002 and incorporated herein by reference).10.20*
    
    Amendment No. 2 to the Noble Corporation Equity Compensation Plan for Non-Employee Directors
dated February 4, 2005 (filed as Exhibit 10.20 to the Registrants Annual Report on Form 10-K
for the year ended December 31, 2004 and incorporated herein by reference).10.21*
    
    Amended and Restated Noble Corporation 1992 Nonqualified Stock Option and Restricted Share
Plan for Non-Employee Directors dated February 4, 2005 (filed as Exhibit 10.21 to the
Registrants Annual Report on Form 10-K for the year ended December 31, 2004 and incorporated
herein by reference).
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Exhibit Number
    
    Exhibit10.22*
    
    Form of Noble Corporation Nonqualified Stock Option Agreement under the Noble Corporation
1991 Stock Option and Restricted Stock Plan (filed as Exhibit 10.1 to the Registrants Current
Report on Form 8-K filed on May 4, 2005 and incorporated herein by reference).10.23*
    
    Form of Noble Corporation Performance-Vested Restricted Stock Agreement under the Noble
Corporation 1991 Stock Option and Restricted Stock Plan.10.24*
    
    Form of Noble Corporation Time-Vested Restricted Stock Agreement under the Noble Corporation
1991 Stock Option and Restricted Stock Plan.10.25*
    
    Form of Noble Corporation Nonqualified Stock Option Agreement under the Amended and Restated
Noble Corporation 1992 Nonqualified Stock Option and Restricted Share Plan for Non-Employee
Directors (filed as Exhibit 10.4 to the Registrants Current Report on Form 8-K filed on May
4, 2005 and incorporated herein by reference).10.26*
    
    Form of Noble Corporation Restricted Share Agreement under the Amended and Restated Noble
Corporation 1992 Nonqualified Stock Option and Restricted Share Plan for Non-Employee
Directors (filed as Exhibit 10.5 to the Registrants Current Report on Form 8-K filed on May
4, 2005 and incorporated herein by reference).10.27*
    
    Employment Agreement, dated as of September 26, 2005, by and between Noble Drilling
Corporation and Bruce W. Busmire (filed as Exhibit 10.2 to the Registrants Quarterly Report
on Form 10-Q for the three-month period ended September 30, 2005 and incorporated herein by
reference).10.28*
    
    Parent Guaranty by Noble Corporation, dated as of September 26, 2005, of Employment
Agreement by and between Noble Drilling Corporation and Bruce W. Busmire (filed as Exhibit
10.3 to the Registrants Quarterly Report on Form 10-Q for the three-month period ended
September 30, 2005 and incorporated herein by reference).10.29
    
    Share Purchase Agreement between Noble Corporation and Nora Smedvig, Peter T. Smedvig,
Hjordis Smedvig, HKS AS, AS Veni, Petrus AS and Peder Smedvig Capital AS, dated December 12,
2005 (filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on December
15, 2005 and incorporated herein by reference).10.30
    
    Amendment No. 2 to the Noble Drilling Corporation 401(k) Savings Restoration Plan dated
February 25, 2003.10.31
    
    Amendment No. 3 to the Noble Drilling Corporation 401(k) Savings Restoration Plan dated
March 9, 2005.10.32
    
    Amendment No. 2 to the Noble Drilling Corporation Retirement Restoration Plan dated June 28,
2004, effective as of July 1, 2004.14.1
    
    Noble Corporation Code of Business Conduct and Ethics (filed as Exhibit 14.1 to the
Registrants Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated
herein by reference).21.1
    
    Subsidiaries of the Registrant.23.1
    
    Consent of PricewaterhouseCoopers LLP.31.1
    
    Certification of James C. Day Pursuant to SEC Rule 13a-14(a) or Rule 15d-14(a).31.2
    
    Certification of Bruce W. Busmire Pursuant to SEC Rule 13a-14(a) or Rule 15d-14(a).32.1+
    
    Certification of James C. Day Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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Exhibit Number
    
    Exhibit32.2+
    
    Certification of Bruce W. Busmire Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Management contract or compensatory plan or arrangement required to be filed as an exhibit
hereto.+
    
    Furnished in accordance with Item 601(b)(32)(ii) of Regulation S-K. 91